Common use of Swing Line Loans Clause in Contracts

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to During the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, thenRevolving Commitment Period, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Noticeits discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the amount Swing Line Sublimit; provided, that after giving effect to the making of its any Swing Line Loan available and any participation that may result therefrom pursuant to the Borrower operation and effect of subsection (b), clause (iv) below, in no event shall (i) the Revolving Credit Exposure exceed the aggregate Revolving Commitments and (ii) the Aggregate Revolving Obligations of any Lender exceed such Lender’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall be paid in full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by depositing the amount into records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Operating Account in immediately available fundsDebts arising under the Swing Line Loans.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit and Aggregate Commitments, (ii) the sum aggregate Outstanding Amount of the Revolving Loans of any Lender (A) other than the outstanding principal amount Swing Line Lender), plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment and (Biii) without duplicationthe aggregate Outstanding Amount of the Revolving Loans of the Swing Line Lender, plus the LC Exposure Swing Line Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans shall not exceed the Total Swing Line Lender’s Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender’s Applicable Percentage under the Facility times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Swing Line LenderBank agrees, in reliance upon the agreements of the other Senior Lenders Banks set forth in this Section 2.042.02, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”) to each Borrower from time to time on any Business Day during the period from Revolving Credit Period, provided that: (i) the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the principal amount of all Swing Line Loans outstanding to all Borrowers (after giving effect to all amounts requested) does not exceed the Swing Line Sublimit, notwithstanding ; (ii) the fact that such Swing Line Loans, when aggregated with the outstanding aggregate principal amount of all Loans outstanding from the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that Bank (after giving effect to any all amounts requested) does not exceed the Swing Line Loan, Bank’s Commitment Amount; (iiii) the sum aggregate principal amount of such Borrower’s Debt (Aafter giving effect to all Loans requested) does not exceed the Maximum Amount for such Borrower; and (iv) the outstanding aggregate principal amount of all Working Capital Loans and outstanding to all Borrowers, including all Swing Line Loans and (B) the Working Capital LC Exposure shall after giving effect to all amounts requested), does not exceed the Working Capital Sublimit aggregate Commitment Amounts. (b) Each Borrower shall repay each Swing Line Loan made to it in full, together with any and all accrued and unpaid interest thereon, on the earliest of (i) seven (7) days after the date such Swing Line Loan was made, (ii) the sum date of the next Loan made to such Borrower by the Banks pursuant to Section 2.01, and (Aiii) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and Termination Date. (Bc) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank a risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Bank’s Commitment Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (bd) The Borrower may request a Each Swing Line Loan Borrowing by delivering shall be made upon a Borrowing Notice appropriately completed Borrower’s irrevocable notice to the Swing Line Lender, the Common Security Trustee Bank and the Senior Facility Operations Agent, no which may be given by telephone. Each such notice must be received by the Swing Line Bank and the Operations Agent not later than 12:00 noon, New York City 4:00 p.m. (Boston time, ) on the Business Day of the proposed requested Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable , and shall refer to this Agreement and specify: specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested Borrowing Date (Date, which shall be a Business Day); (ii) the amount of . Each such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of telephonic notice must be confirmed promptly by delivery to the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit Bank and the available Working Capital Sublimit. (f) Promptly after receipt Operations Agent of any Borrowing a written Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereofBorrowing. Unless the Swing Line Lender Bank has received notice (by telephone or in writing) from the Senior Facility Operations Agent (including at the request of any Senior LenderBank) prior to 2:00 p.m., New York City 4:30 p.m. (Boston time, ) on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender Bank not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence set forth in clause (a) of this Section 2.04(a), 2.02 or (iiB) that one or more of the applicable conditions precedent to such Swing Line Loan specified in Article III is not then satisfied or waivedsatisfied, then, subject to the terms and conditions hereof, the Swing Line Lender Bank will, not later than 3:00 p.m., New York City 5:00 p.m. (Boston time, ) on the date Borrowing Date specified in such Borrowing Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. (i) The Swing Line Bank at any time in its sole and absolute discretion may request, on behalf of any Borrower by depositing to which a Swing Line Loan is outstanding (which Borrower hereby irrevocably authorizes the Swing Line Bank to so request on its behalf), that each Bank make a Loan in an amount equal to such Bank’s Commitment Percentage of the amount into of Swing Line Loans then outstanding to such Borrower. Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and in accordance with the Operating Account requirements of Section 2.01, subject to the unutilized portion of the aggregate Commitment Amounts and the conditions set forth in Section 3.02. The Swing Line Bank shall furnish the applicable Borrower with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Operations Agent. Each Bank shall make an amount equal to its Commitment Percentage of the amount specified in such Notice of Borrowing available to the Operations Agent at its address referred to in Section 9.01 in immediately available fundsfunds for the account of the Swing Line Bank not later than 2:00 p.m. (Boston time) on the day specified in such Notice of Borrowing, whereupon, subject to clause (ii) below, each Bank that so makes funds available shall be deemed to have made a Loan to the Borrower in such amount. The Operations Agent shall remit the funds so received to the Swing Line Bank. (ii) If for any reason any Swing Line Loan cannot be refinanced by a Loan in accordance with clause (i) of this Section 2.02(e), the request for Loans submitted by the Swing Line Bank as set forth herein shall be deemed to be a request by the Swing Line Bank that each of the Banks fund its risk participation in the relevant Swing Line Loan and each Bank’s payment to the Operations Agent for the account of the Swing Line Bank pursuant to clause (i) of this Section 2.02(e) shall be deemed payment in respect of such participation. (iii) If any Bank fails to make available to the Operations Agent for the account of the Swing Line Bank any amount required to be paid by such Bank pursuant to the foregoing provisions of this clause (e) by the time specified in clause (i) of this Section 2.02(e), the Swing Line Bank shall be entitled to recover from such Bank (acting through the Operations Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Bank at a rate per annum equal to the Federal Funds Rate. A certificate of the Swing Line Bank submitted to any Bank (through the Operations Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Bank’s obligation to make Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.02 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Swing Line Bank, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Bank’s obligation to make Loans pursuant to Section 2.02(e)(i) is subject to the conditions set forth in Section 3.02. No such funding of risk participations shall relieve or otherwise impair the obligation of a Borrower to repay Swing Line Loans made to it, together with interest as provided herein. (i) At any time after any Bank has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Bank receives any payment on account of such Swing Line Loan, the Swing Line Bank will distribute to such Bank its Commitment Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s risk participation was funded) in the same funds as those received by the Swing Line Bank. (ii) If any payment received by the Swing Line Bank in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Bank under any circumstances (including pursuant to any settlement entered into by the Swing Line Bank in its discretion), each Bank shall pay to the Swing Line Bank its Commitment Percentage thereof on demand of the Operations Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Operations Agent will make such demand upon the request of the Swing Line Bank. The obligations of the Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. (g) Until each Bank funds its Loan or risk participation pursuant to this Section 2.02 to refinance such Bank’s Commitment Percentage of any Swing Line Loan, interest in respect of such Commitment Percentage shall be solely for the account of the Swing Line Bank.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line LenderBank may, in reliance upon its sole discretion on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, and without any obligation to do so, on the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans terms and subject to the Borrower conditions hereinafter set forth, consider making Loans from time to time to the Co-Borrowers under the Revolving Line (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Revolving Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of that will not exceed the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, provided that after giving effect to the making of any such Swing Line Loan, (i) the sum of (A) the aggregate outstanding principal amount of all Working Capital Swing Line Loans and Revolving Loans and Swing Line Loans and (B) plus the Working Capital LC Exposure Effective Amount of all L/C Obligations shall not exceed the Working Capital Sublimit aggregate Revolving Commitments, or, if a Defaulting Bank exists hereunder, the Total Available Revolving Commitments. Within the foregoing limits and (ii) subject to the sum of (A) terms and conditions set forth herein, the outstanding principal amount of all Working Capital Loans Co-Borrowers may borrow, repay, prepay and reborrow Swing Line Loans and under this Section 2.01(b). (Bi) without duplicationTo request a Swing Line Loan, the LC Exposure shall not exceed the Total Commitment; provided, further, that the applicable Co-Borrower shall not use notify the proceeds of any Agent and the Swing Line Loan to refinance any outstanding Bank of such request by telephone (confirmed by telecopy), not later than 4:00 p.m. (New York City time) on the day of a proposed Swing Line Loan. Within the foregoing limits, Each such telephonic borrowing request shall be irrevocable and subject shall be confirmed promptly by hand delivery or telecopy to the other terms Agent and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 Swing Line Bank of a written Notice of Borrowing (Repayment of Swing Line Loans) and reborrow under this Section 2.04). Each If no date of issuance for such Swing Line Loan is specified, then the date of issuance of such Swing Line Loan shall be a Base Rate Loan. Immediately upon assumed to be the making date of a the Notice of Borrowing (Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in Loans). If no maturity date for such Swing Line Loan in an amount equal is specified, then the maturity date for such Swing Line Loan shall be assumed to its Proportionate Share be the fifth (5th) Business Day following the date of the of Borrowing. (ii) If, for any reason a Swing Line Loan is not repaid on its related Swing Line Maturity Date, the Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Swing Line Loan as follows: (1) Without any request therefor from the Co-Borrowers, the Agent may make a Revolving Loan to the Co-Borrowers on behalf of the Banks, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Swing Line Loan. Upon making such Revolving Loan, the Agent will send notice thereof to the Co-Borrower and the Banks, whereupon the Banks (including the Swing Line Loans may only be used for Working Capital PurposesBank to the extent that it is also a Bank) shall fund their respective Pro Rata Shares of such Revolving Loan without offset, deduction or counterclaim. (b2) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed Notwithstanding any other provisions of this Agreement to the Swing Line Lendercontrary, to the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount extent that all or any portion of such requested Swing Line Revolving Loan Borrowing; may not be (iiiA) made by the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each Agent because any of the conditions precedent to the making of a Revolving Loan pursuant to Section 5.02 could not be fulfilled as of the date such Loan would otherwise have been made or (B) legally made by the Agent to the Co-Borrowers for any other reason (including the bankruptcy or insolvency of any Co-Borrower), each Bank severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified Loans in a Borrowing Notice must an amount equal to such Bank’s Pro Rata Share of such Swing Line Loan. Each such Bank will immediately transfer to the Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be Dollars. (e) The aggregate distributed by the Agent to the Swing Line Bank, to such extent as will reduce the amount of the proposed participating interest retained by the Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Bank in its Swing Line Sublimit, (C) no more than Loans. In the event any Bank fails to make available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if to the available Commitment, the available Swing Line Sublimit or Bank the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000amount of such Bank’s participation as provided in this Section 2.01(b)(ii)(2), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm Bank shall be entitled to recover such amount on demand from such Bank together with interest at the Senior Facility Agent at a rate per annum equal to the Federal Funds Rate in effect from time to time during such period. (iii) Each Bank’s obligation to purchase participating interests pursuant to Section 2.01(b)(ii)(2) hereof shall be absolute and unconditional and shall not be affected by telephone any circumstance, including (i) any set-off, counterclaim, recoupment, defense or in writing) that the Senior Facility Agent has received a copy of other right which such Borrowing Notice from the Bank or any Co-Borrower and, if not, may have against the Swing Line Lender will provide Bank, any Co-Borrower or any other Person, as the Senior Facility Agent with case may be, for any reason whatsoever; (ii) the occurrence or continuance of a copy thereof. Unless Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Co-Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by the Co-Borrowers or any Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (iv) Each of the conditions precedent set forth in Section 5.02 hereof shall be fully applicable to any Swing Line Loans except to the extent expressly stated to the contrary in this Section 2.01(b). (v) Notwithstanding anything to the contrary in this Agreement or in the other Loan Documents, (A) the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date Loans shall rank pari passu with all other senior debt of the proposed Swing Line Borrowing Co-Borrowers and shall be secured by the Collateral, and (iB) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such unless and until each Swing Line Loan is not then satisfied or waived, then, subject funded by payment from the Banks to the terms Agent, any and conditions hereof, all payments by a Co-Borrower in respect of any Swing Line Loan shall be made to the Agent solely for the benefit of the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available fundsBank.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender willshall make a portion of the credit under the Working Capital Facility Commitments available to the Borrowers by making swing line loans (individually, a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to any Borrower in an amount requested by the Borrowers’ Agent on behalf of such Borrower from time to time during the Working Capital Facility Commitment Period in an aggregate principal amount for all Borrowers at any one time outstanding not later than 3:00 p.m., New York City time, on to exceed the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available Sub-Limit then in effect; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at any time (including any such new Swing Line Loans), when aggregated with the Swing Line Lender’s Working Capital Facility Commitment Percentage of the Total Working Capital Facility Extensions of Credit, may exceed such Swing Line Lender’s Working Capital Facility Commitment then in effect and (ii) neither the Borrowers’ Agent nor any Borrower shall 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 Working Capital Facility Commitments would be less than zero; provided further that after giving effect to any Swing Line Loan requested by the Borrowers’ Agent, each of the conditions set forth in Section 6.2 shall be satisfied or waived. During the Working Capital Facility Commitment Period, each Borrower may use that portion of the Working Capital Facility that is subject to the Swing Line Loan Sub-Limit by depositing borrowing, repaying and reborrowing such portion, all in accordance with the amount into the Operating Account in immediately available fundsterms and conditions hereof. (b) Swing Line Loans shall be Base Rate Loans.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, but shall not be obligated to, make loans in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower 2.04 in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure Letter of Credit Obligations of the Senior Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Senior Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit Maximum Borrowing Amount, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Revolving Credit Lender shall not exceed the Total such Revolving Credit Lender’s Revolving Credit Commitment; , and provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitslimits and subject to the discretion of the Swing Line Lender to make Swing Line Loans, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06(a)(ii), and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans in Dollars to the Borrower Borrowers (each such loan, a “Swing Line Loan”) ), from time to time on any Business Day during the period from beginning on the Business Day after the Closing Date until the date which is one Business Day prior to but excluding the Termination Maturity Date of the Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share or other applicable share provided for under this Agreement of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior the Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Revolving Credit Exposure under such Participating Revolving Credit Commitments shall not exceed the Working Capital Sublimit aggregate Participating Revolving Credit Commitments, and (ii) the sum aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (A) other than the outstanding principal amount Swing Line Lender), plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitmentsuch Lender’s Participating Revolving Credit Commitment then in effect; provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Participating Revolving Credit 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 its Proportionate the product of such Lender’s Pro Rata Share of or other applicable share provided for under this Agreement times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, Lender severally agrees to make swing line loans in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower Dollars (each such loanindividually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to any Swing Line Borrower from time to time on any Business Day during the period Revolving Credit Commitment Period in accordance with the procedures set forth in this Section 2.5; provided, that (i) the aggregate outstanding principal amount of all Swing Line Loans shall not exceed $2,000,000,000 at any one time, (ii) the principal amount of any borrowing of Swing Line Loans may not exceed the aggregate amount of the Available Revolving Credit Commitments of all Lenders immediately prior to such borrowing, (iii) in no event may Swing Line Loans be borrowed hereunder if, after giving effect thereto, (x) the aggregate principal amount of Swing Line Loans, Revolving Credit Loans and Local Currency Loans (US$ Equivalent) made by any Swing Line Lender then outstanding would exceed such Swing Line Lender’s Revolving Credit Commitment, (y) the aggregate principal amount of US$ Loans and Local Currency Loans (US$ Equivalent) made to any Subsidiary Borrower then outstanding would exceed the Maximum Subsidiary Borrowing Amount with respect to such Subsidiary Borrower set forth in the most recent Subsidiary Borrower Notice and Designation delivered by IBM pursuant to Section 5.2(d) or (z) the aggregate principal amount of Swing Line Loans made by any Swing Line Lender then outstanding would exceed the Swing Line Commitment of such Swing Line Lender and (iv) in no event may Swing Line Loans be borrowed hereunder if (x) the Administrative Agent shall have received notice from the Closing Date Required Lenders specifying that a Default or Event of Default shall have occurred and be continuing and (y) such Default or Event of Default shall not have been subsequently cured or waived. Amounts borrowed by any Swing Line Borrower under this Section 2.5 may be repaid and, up to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitDate, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and reborrowed. All Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of at all Working Capital Loans and times be ABR Loans. The relevant Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use give the proceeds Administrative Agent irrevocable notice of any Swing Line Loan Loans requested hereunder (which notice must be received by the Administrative Agent prior to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon11:00 a.m., New York City time, on the Business Day of the proposed requested Borrowing Date. ) specifying (cA) Each Borrowing Notice delivered pursuant the amount to this Section 2.04 shall be irrevocable borrowed, and shall refer to this Agreement and specify: (iB) the requested Borrowing Date (which Date. Upon receipt of such notice, the Administrative Agent shall be a Business Day); (ii) promptly notify each Swing Line Lender of the aggregate amount of such borrowing and of the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Lender’s Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and Borrowing Share (ivif any) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to Not later than 2:00 p.m., New York City time, on the date of the proposed Borrowing Date specified in such notice each Swing Line Lender shall make its Swing Line Borrowing Share of such Swing Line Loans available to the Administrative Agent for the account of the relevant Swing Line Borrower at the office of the Administrative Agent set forth in Section 11.2 in funds immediately available to the Administrative Agent. The proceeds of such borrowing will then be immediately made available to the relevant Swing Line Borrower by the Administrative Agent crediting the account of such Swing Line Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Swing Line Lenders and in like funds as received by the Administrative Agent. The Administrative Agent and the Swing Line Lenders acknowledge that the funding provisions in respect of the Swing Line Commitments are material terms of this Agreement and that it is of importance to the Swing Line Borrowers that the funding of Swing Line Loans be made in a timely and efficient manner. Each borrowing pursuant to this Section 2.5 shall be in a minimum aggregate principal amount of the lesser of (i) directing $20,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) the aggregate amount of the then Available Swing Line Lender not to make such Swing Line Loan as a result Commitments. (b) Notwithstanding the occurrence of any Default or Event of Default or noncompliance with the limitations conditions precedent set forth in Section 5 or the first proviso to the first sentence of minimum borrowing amounts specified in Section 2.04(a)2.2, or (ii) that one or more of the applicable conditions precedent to such if any Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m.Loans shall remain outstanding at 10:00 a.m., New York City time, on the seventh Business Day following the Borrowing Date thereof, or, in the Administrative Agent’s sole discretion and subject to two Business Day’s advance notice to IBM, at 10:00 a.m., New York City time on any other Business Day following the Borrowing Date thereof designated by the Administrative Agent, and if by such time on such seventh Business Day or designated Business Day, as the case may be, the Administrative Agent shall have received neither (i) a notice of borrowing delivered by the relevant Swing Line Borrower pursuant to Section 2.2 requesting that Revolving Credit Loans be made pursuant to Section 2.1 on the immediately succeeding Business Day in an amount at least equal to the aggregate principal amount of such Swing Line Loans, nor (ii) any other notice satisfactory to the Administrative Agent indicating such Swing Line Borrower’s intent to repay all such Swing Line Loans on the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent shall be deemed to have received a notice from such Swing Line Borrower pursuant to Section 2.2 requesting that ABR Loans be made pursuant to Section 2.1 on such immediately succeeding Business Day in an amount equal to the aggregate amount of such Swing Line Loans, and the procedures set forth in Section 2.2 shall be followed in making such ABR Loans, provided, that for the purposes of determining each Lender’s Revolving Credit Borrowing Share with respect to such borrowing, the outstanding principal amount of Swing Line Loans shall be deemed to be zero. The proceeds of such ABR Loans shall be applied to repay such Swing Line Loans. (c) If, for any reason, ABR Loans may not be, or are not, made pursuant to paragraph (b) of this Section 2.5 to repay Swing Line Loans as required by such paragraph, effective on the date specified such ABR Loans would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Borrowing NoticeSwing Line Loans (“Unrefunded Swing Line Loans”) in an amount equal to the amount of ABR Loans which would otherwise have been made by such Lender pursuant to paragraph (b) of this Section 2.5. Each Lender will immediately transfer to the Administrative Agent, make in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Administrative Agent to each Swing Line Loan available Lender in such amount as will reduce the amount of the participating interest retained by such Swing Line Lender in its Swing Line Loans to the Borrower amount of the ABR Loans which were to have been made by depositing the amount into the Operating Account it pursuant to paragraph (b) of this Section 2.5. All payments in immediately available fundsrespect of Unrefunded Swing Line Loans and participations therein shall be made in accordance with Section 2.15.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) Amount Outstanding under the Working Capital LC Exposure Capital/Distribution Subfacility shall not exceed the Aggregate Commitments under the Working Capital Sublimit Capital/Distribution Subfacility, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans under the Working Capital/Distribution Subfacility of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Working Capital/Distribution Subfacility Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.15, prepay under Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.042.15. Each Swing Line Loan shall be a Base Rate LoanLoan and shall be outstanding for no longer than five (5) Business Days. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender, may in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04its sole discretion, shall agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) ), from time to time on any Business Day during the period from beginning on the Closing Date to but excluding and until the Termination Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Revolving Credit Exposure shall not exceed the Working Capital Sublimit aggregate Revolving Credit Commitment and (ii) the sum aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (A) other than the outstanding principal amount relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitmentsuch Lender’s Revolving Credit Commitment then in effect; provided, further, provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Notwithstanding the foregoing, before making any Swing Line Loans (if at such time any Revolving Credit Lender is a Defaulting Lender), the applicable Swing Line Lender may only be used for Working Capital Purposes. condition the provision of any Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to such Swing Line Lender (bin its sole discretion) from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, the Common Security Trustee a security interest in all such Cash Collateral and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day all proceeds of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 foregoing. Such Cash Collateral shall be irrevocable maintained in blocked deposit accounts at Bank of America and shall refer may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this Agreement and specify: (i) paragraph are subject to any right or claim of any Person other than the requested Borrowing Date (which shall be a Business Day); (ii) Administrative Agent for the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds benefit of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes Lender or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate total amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit such funds is less than one hundred thousand Dollars ($100,000)the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the least excess of (x) such aggregate risk participation over (y) the available Commitmenttotal amount of funds, if any, then held as Cash Collateral under this paragraph that the available Swing Line Sublimit Administrative Agent determines to be free and the available Working Capital Sublimit. (f) Promptly after receipt clear of any Borrowing Notice such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under Section 2.04, this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender will confirm with the Senior Facility Agent (by telephone in good faith), or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior Commitments have been permanently reduced to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereofzero, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available funds held as Cash Collateral shall thereafter be returned to the Borrower by depositing or the amount into Defaulting Lender, whichever provided the Operating Account in immediately available fundsfunds for the Cash Collateral.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender willshall make a portion of the credit under the Revolving Facility Commitments available to the Borrowers by making swing line loans (individually, a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to any Borrower in an amount requested by the Borrowers’ Agent on behalf of such Borrower from time to time during the Revolving Facility Commitment Period in an aggregate principal amount for all Borrowers at any one time outstanding not later than 3:00 p.m., New York City time, on to exceed the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available Sub-Limit then in effect; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at any time (including any such new Swing Line Loans), when aggregated with the Swing Line Lender’s Revolving Facility Commitment Percentage of the Total Revolving Facility Extensions of Credit, may exceed such Swing Line Lender’s Revolving Facility Commitment then in effect and (ii) neither the Borrowers’ Agent nor any Borrower shall 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 Facility Commitments would be less than zero; provided further that after giving effect to any Swing Line Loan requested by the Borrowers’ Agent, each of the conditions set forth in Section 6.2 shall be satisfied or waived. During the Revolving Facility Commitment Period, each Borrower may use that portion of the Revolving Facility that is subject to the Swing Line Loan Sub-Limit by depositing borrowing, repaying and reborrowing such portion, all in accordance with the amount into the Operating Account in immediately available fundsterms and conditions hereof. (b) Swing Line Loans shall be Base Rate Loans.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Dollar Swing Line Lender, in reliance upon the agreements Lenders shall make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans credit under the Dollar Working Capital Facility Commitments available to the Borrower Borrowers by making swing line loans (each such loanindividually, a “Dollar Swing Line Loan” and, collectively, the “Dollar Swing Line Loans”) to the applicable Borrower from time to time on any Business Day in United States Dollars during the period from the Closing Date to but excluding the Termination Date Commitment Period in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount of the Dollar Swing Line Sublimit, notwithstanding the fact Loan Sub-Limit then in effect; provided that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (Ax) the outstanding Dollar Swing Line Exposure of such Swing Line Lender, (y) the aggregate principal amount of all outstanding Dollar Working Capital Facility Loans and made by such Swing Line Loans Lender (in its capacity as a Dollar Working Capital Facility Lender) and (Bz) the Dollar L/C Exposure of such Swing Line Lender (in its capacity as a Dollar Working Capital LC Exposure shall Facility Lender) may not exceed the such Swing Line Lender’s Dollar Working Capital Sublimit and Facility Commitment then in effect, (ii) the sum Borrowers shall not request, and no Dollar Swing Line Lender shall make, any Dollar Swing Line Loan if, after giving effect to the making of (A) such Dollar Swing Line Loan, the outstanding principal aggregate amount of all the Available Dollar Working Capital Loans Facility Commitments would be less than zero and (iii) in no event shall any Dollar Swing Line Lender be required to make Swing Line Loans and (B) without duplicationin excess of $35,000,000 unless agreed by such Dollar Swing Line Lender; provided further that, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of after giving effect to any Dollar Swing Line Loan to refinance requested by any outstanding Borrower, each of the conditions set forth in Section 6.2 shall be satisfied or waived. During the Dollar Working Capital Facility Commitment Period, the Borrowers may use the Dollar Swing Line Loan. Within Loan Sub-Limit by borrowing, repaying and reborrowing, all in accordance with the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject Subject to the terms and conditions hereof, the Multicurrency Swing Line Lenders shall make a portion of the credit under the Multicurrency Working Capital Facility Commitments available to the Borrowers by making swing line loans (individually, a “Multicurrency Swing Line Loan” and, collectively, the “Multicurrency Swing Line Loans”) to the applicable Borrower from time to time in United States Dollars or Canadian Dollars (as the applicable Borrower shall notify the Administrative Agent or the Canadian Agent, as applicable, in accordance with Section 2.5) during the Commitment Period in an aggregate principal amount at any one time outstanding such that the Dollar Equivalent thereof does not exceed the Multicurrency Swing Line Loan Sub-Limit then in effect; provided that (i) the sum of (x) the Dollar Equivalent of the Multicurrency Swing Line Exposure of such Swing Line Lender, (y) the Dollar Equivalent of the aggregate principal amount of outstanding Multicurrency Working Capital Facility Loans made by such Swing Line Lender will(in its capacity as a Multicurrency Working Capital Facility Lender) and (z) the Dollar Equivalent of the Multicurrency L/C Exposure of such Swing Line Lender (in its capacity as a Multicurrency Working Capital Facility Lender) may not exceed such Swing Line Lender’s Multicurrency Working Capital Facility Commitment then in effect and (ii) the Borrowers shall not request, not later than 3:00 p.m.and no Multicurrency Swing Line Lender shall make, New York City time, on the date specified in such Borrowing Notice, make the amount of its any Multicurrency Swing Line Loan available if, after giving effect to the Borrower making of such Multicurrency Swing Line Loan, the aggregate amount of the Available Multicurrency Working Capital Facility Commitments would be less than zero; provided further that, after giving effect to any Multicurrency Swing Line Loan requested by depositing any Borrower, each of the amount into conditions set forth in Section 6.2 shall be satisfied or waived. During the Operating Account Multicurrency Working Capital Facility Commitment Period, the Borrowers may use the Multicurrency Swing Line Loan Sub-Limit by borrowing, repaying and reborrowing, all in immediately available fundsaccordance with the terms and conditions hereof. (c) Swing Line Loans (i) denominated in United States Dollars shall be Base Rate Loans and (ii) denominated in Canadian Dollars shall be Prime Rate Loans.

Swing Line Loans. (a) Subject to During the terms and conditions set forth hereinCommitment Period, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, Lender shall make revolving credit loans (the “Swing Line Loans”) to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s CommitmentDay; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding aggregate principal amount of all Working Capital Loans and Swing Line Loans and shall not exceed an amount equal to FORTY MILLION DOLLARS (B$40,000,000) (as such amount may be adjusted in accordance with the Working Capital LC Exposure provisions hereof, the “Swing Line Committed Amount”), (ii) with respect to the Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Working Capital Sublimit lesser of (x) the Aggregate Revolving Committed Amount and (iiy) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans Availability Amount on such date, and (Biii) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitsSwing Line Loans shall be Daily Floating Eurodollar Rate Loans, and subject to may be repaid and reborrowed in accordance with the other terms and conditions provisions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation interest in such Swing Line Loan in an amount equal to its Proportionate Share of the amount product of such Swing Line LoanLender’s Revolving Commitment Percentage thereof. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a No Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed shall remain outstanding for longer than five (5) Business Days. Notwithstanding anything herein to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04contrary, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the shall not be under any obligation to make any Swing Line Loan if any Lender will provide the Senior Facility Agent with is at that time a copy thereof. Unless Defaulting Lender, unless the Swing Line Lender has received notice (by telephone or in writing) from entered into arrangements, including the Senior Facility Agent (including at the request delivery of any Senior Lender) prior Cash Collateral, satisfactory to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not (in its sole discretion) with the Borrower or such Defaulting Lender to make such eliminate the Swing Line Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Swing Line Loan as a result of the limitations set forth in the first proviso then proposed to the first sentence of Section 2.04(a), be made or (ii) that one or more of the applicable conditions precedent to such all Swing Line Loan is not then satisfied or waived, then, subject Loans as to the terms and conditions hereof, which the Swing Line Lender willhas actual or potential Fronting Exposure, not later than 3:00 p.m., New York City time, on the date specified as it may elect in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available fundssole discretion.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. Subsection 2.05(a) of the Credit Agreement is hereby deleted in its entirety and the following substituted therefor: (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make swing line loans to the Borrower (each such loan, a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to the Borrower from time to time on any Business Day during the period from the Closing Effective Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding sixth Business Day preceding the amount of the Swing Line SublimitRevolving Maturity Date, notwithstanding the fact provided that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that (i) immediately after giving effect to any making each Swing Line Loan, (i) the sum of (A) the aggregate outstanding principal amount balance of all Working Capital Loans and the Swing Line Loans will not exceed the Swing Line Commitment and (B) the Working Capital LC Aggregate Revolving Exposure shall will not exceed the Working Capital Sublimit and Aggregate Revolving Commitment (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitsthat, and subject to the other terms and conditions hereofduring each Borrowing Base Period, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the immediately after making of a each Swing Line Loan, each Senior the aggregate outstanding principal balance of the Swing Line Loans will not exceed the Swing Line Commitment, and the Aggregate Revolving Exposure will not exceed the lesser of (x) the Aggregate Revolving Commitment and (y) the Borrowing Base Amount), (ii) prior thereto or simultaneously therewith the Borrower shall have borrowed Revolving Loans, (iii) no Lender shall be deemed to, in default of its obligations under this Agreement and hereby irrevocably and unconditionally agrees to, purchase from (iv) no Credit Party shall have notified the Swing Line Lender a participation and the Borrower in such Swing Line Loan in an amount equal writing at least one Business Day prior to its Proportionate Share of the amount of Borrowing Date with respect to such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to , that the Swing Line Lender, the Common Security Trustee conditions set forth in Section 5.02 have not been satisfied and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day such conditions remain unsatisfied as of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds time of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to making such Swing Line Loan Borrowing has been satisfied or waivedLoan. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit lesser of the Aggregate Commitments and the Borrowing Base and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender’s Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.05, shall make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to any Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the sum of Total Outstandings shall not exceed the Aggregate Commitments, (Aii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (iii) the aggregate outstanding principal amount of all Working Capital Loans and made by the Swing Line Loans and Lender plus the aggregate L/C Obligations owing to the Swing Line Lender (Bor any of its Affiliates) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and such Lender’s Commitment, (iiy) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the such Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the each Borrower may borrow under this Section 2.042.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to During the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, thenAvailability Period, subject to the terms and conditions hereof, Swing Line Lender agrees to make Swing Line Loans to the Borrower in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided that after giving effect to the making of any Swing Line Loan, in no event shall (i) the Total Utilization of Commitments exceed the Commitments then in effect or (ii) unless otherwise agreed to in writing by the Swing Line Lender, the aggregate amount of Swing Line Loans, Revolving Loans and Letters of Credit issued by the Swing Line Lender will, exceed the Swing Line Lender’s Commitments hereunder. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Availability Period. The Swing Line Lender’s Commitment shall expire on the Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Commitments shall be paid in full no later than such date. (b) Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; provided that a Swing Line Loan may be in an aggregate amount that is required to finance the reimbursement of a Letter of Credit drawing as contemplated by Section 2.4(d). (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 3:00 p.m.10:00 a.m., New York City time, on any Business Day require the date specified Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice shall specify the aggregate amount of the Swing Line Loans in which the Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such Borrowing Notice, make the amount notice such Lender’s Applicable Percentage of its such Swing Line Loan or Loans. Each Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the Administrative Agent, for the account of the Swing Line Lender, such Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Lender acknowledges and agrees that, in making any Swing Line Loan, the Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.2, unless, at least one Business Day prior to the time such Swing Line Loan was made, the Required Lenders or the Borrower shall have notified the Swing Line Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.2(b) or (c) would not be satisfied if such Swing Line Loan were then made (it being understood and agreed that, in the event the Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Lender further acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.6 with respect to Loans made by such Lender (and Section 2.6 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swing Line Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of its obligation to repay such Swing Line Loan. (d) The Swing Line Lender may resign as Swing Line Lender upon 30 days prior written notice to the Administrative Agent, the Lenders and the Borrower. The Swing Line Lender may be replaced at any time by depositing written agreement among the Borrower, the Administrative Agent and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swing Line Lender. At the time any such replacement or resignation shall become effective, (i) the Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender, (ii) upon such prepayment, the resigning or removed Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (iii) the Borrower shall issue, if so requested by the successor Swing Line Loan Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount into of the Operating Account Swing Line Sublimit then in immediately available fundseffect and with other appropriate insertions. From and after the effective date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the context shall require.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinof this Agreement, the each Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04on a several and not joint basis, shall agrees to make loans to the Borrower Company (collectively the “Swing Line Loans” and individually each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in Dollars in accordance with this Section 2.4 in an aggregate amount not to exceed at any time outstanding exceeding the amount lesser of $50,000,000 and the aggregate Revolving Commitment (the “Swing Line Sublimit”); provided that, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any the making of each Swing Line Loan, (ia) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC aggregate Revolving Credit Exposure shall not exceed the Working Capital Sublimit and aggregate Revolving Commitment, (iib) unless otherwise agreed by the sum of (A) the outstanding principal amount of all Working Capital Loans and applicable Swing Line Loans and (B) without duplicationLender in its sole discretion, the LC such Swing Line Lender’s Revolving Credit Exposure shall not exceed the Total Commitment; providedsuch Swing Line Lender’s Revolving Commitment (in its capacity as a Revolving Lender), further, that the Borrower (c) each Revolving Lender’s Revolving Credit Exposure shall not use exceed such Revolving Lender’s Revolving Commitment. All Swing Line Loans shall be made ratably among all of the proceeds Swing Line Lenders. Amounts borrowed under this Section 2.4 may be borrowed, repaid and reborrowed until the Revolving Maturity Date; provided that all outstanding Swing Line Loans shall be due and payable in full upon the earliest of (x) any borrowing of Revolving Loans, (y) the date that is five Business Days after the making of such Swing Line Loan and (z) the Revolving Maturity Date. The failure of any Swing Line Loan Lender to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment make its ratable portion of Swing Line Loans) and reborrow under this Section 2.04. Each a Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the not relieve any other Swing Line Lender a participation in of its obligation hereunder to make its ratable portion of such Swing Line Loan in an amount equal to its Proportionate Share of on the amount date of such Swing Line Loan. , but no Swing Line Loans may only Lender shall be used responsible for Working Capital Purposes. (b) The Borrower may request the failure of any other Swing Line Lender to make the ratable portion of a Swing Line Loan Borrowing to be made by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the other Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed any Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available fundsLoan.

Swing Line Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth hereinin this Agreement and the other Loan Documents, the Swing Line LenderLender may, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04its sole and absolute discretion, shall make loans available to the US Borrower (each such loan, a “Swing Line Loan”) at any time and from time to time on any Business Day during the period from the Closing Date to but excluding through and including the Termination Date in an Business Day immediately preceding the earlier of (i) the date upon which the aggregate amount not to exceed at any time outstanding the amount unpaid principal balance of the Swing Line SublimitLoans become due and payable by demand or (ii) the Expiry Date, notwithstanding the fact that such by making Swing Line Loans, when aggregated with Loans to the outstanding US Borrower in Dollars in an aggregate principal amount of not exceeding at any one time outstanding Fifty Million and 00/100 Dollars ($50,000,000.00) (the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as "Swing Line Lender, may exceed the amount of such Senior Lender’s CommitmentLoan Facility"); provided, however, that after giving effect the sum of (i) the aggregate principal amount of the Swing Line Lender's Swing Line Loans outstanding, plus (ii) the Dollar Equivalent principal amount of all Revolving Credit Loans outstanding of all the Banks, plus (iii) the aggregate Dollar Equivalent amount of Letters of Credit Outstanding at any one time shall not exceed the aggregate amount of the Revolving Credit Facility Commitment as the same may be increased from time to any time pursuant to Section 2.21. If not sooner paid, each Swing Line Loan, all unpaid interest thereon and all other sums and costs incurred hereunder with respect to such Swing Line Loan shall be immediately due and payable on the earlier of (i) thirty (30) Business Days from the sum of (A) the outstanding principal amount of all Working Capital Loans and date such Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and Loan was made, (ii) the sum of demand or (Aiii) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and Expiry Date, without notice, presentment or demand (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loanunless payable by demand). Within the foregoing limitslimits of time and amount set forth in this Section 2.03.1, and subject to the other terms and conditions hereofprovisions of this Agreement including, without limitation, the Swing Line Lender's right to demand repayment of the Swing Line Loans at any time with or without the occurrence of an Event of Default, US Borrower may borrow under this Section 2.04borrow, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes2.02.1. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Revolving Lenders set forth in this Section 2.042.06, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in Dollars in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Revolving Percentage of the Working Capital Outstanding Amount of Revolving Loans and the Working Capital LC Exposure Letter of Credit Obligations of the Senior Revolving Lender acting as Swing Line Lender, may exceed the amount of such Senior Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Revolving Principal Obligation shall not exceed the Working Capital Sublimit and Maximum Revolving Commitment, (ii) the sum aggregate Revolving Credit Exposure of any Revolving Lender at such time shall not exceed such Revolving Lender’s Revolving Commitment, (Aiii) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure Revolving Principal Obligation shall not exceed the Available Revolving Amount, (iv) prior to the Collateral Termination Date, the Total CommitmentExposure would not exceed the Borrowing Base; and (v) from and after the Collateral Termination Date, the Total Unsecured Indebtedness would not exceed the Borrowing Base and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.06, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.09, and reborrow under this Section 2.042.06. Each Swing Line Loan shall be a Base Rate Loan. Each Swing Line Loan shall be due and payable within ten (10) Business Days of the date such Swing Line Loan was provided and Borrower hereby agrees (to the extent not refinanced as contemplated by Section 2.08(c) below) to repay each Swing Line Loan on or before the date that is ten (10) Business Days from the date such Swing Line Loan was provided. Immediately upon the making of a Swing Line Loan, each Senior Revolving 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 its Proportionate Share the product of such Revolving Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the U.K. Swing Line Lender, in reliance upon the agreements of the other Senior U.K. Lenders set forth in this Section 2.04, shall agrees to make loans to the Borrower (each such loan, a “U.K. Swing Line Loan”) to any U.K. Borrower in Dollars, Euros, or Sterling from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date U.K. Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the U.K. Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, howeverthat, that (A) after giving effect to any U.K. Swing Line Loan, (i1) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total U.K. Outstandings shall not exceed the Working Capital Sublimit Aggregate U.K. Commitments, (2) the U.K. Revolving Credit Exposure of any U.K. Lender shall not exceed such U.K. Lender’s U.K. Commitment, and (ii3) the sum Dollar Equivalent of (A) the aggregate amount of the outstanding principal amount of all Working Capital Loans and U.K. Swing Line Loans and (B) without duplication, issued by the LC Exposure U.K. Swing Line Lender shall not exceed the Total U.K. Swing Line Lender’s U.K. Swing Line Commitment; provided, further, that the (B) no U.K. Borrower shall not use the proceeds of any U.K. Swing Line Loan to refinance any outstanding U.K. Swing Line Loan, and (C) the U.K. Swing Line Lender shall be under no obligation to make any U.K. Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the each U.K. Borrower may borrow U.K. Swing Line Loans under this Section 2.042.04(a)(iii), repay under Section 4.03 (Repayment of prepay U.K. Swing Line Loans) Loans pursuant to Section 2.05, and reborrow U.K. Swing Line Loans under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan2.04(a)(iii). Immediately upon the making of a U.K. Swing Line Loan, each Senior U.K. Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the U.K. Swing Line Lender a risk participation in such U.K. Swing Line Loan in an amount equal to its Proportionate Share the product of such U.K. Lender’s Applicable Percentage times the amount of such U.K. Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (ai) Subject to The Swing Line Lender agrees, on the terms and subject to the conditions set forth hereinherein and in the other Finance Documents, the Swing Line Lender, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Revolving Commitments available to the Borrower from time to time during the Availability Period by making Swing Line Loans to the Borrower in Dollars (each such loan, a “Swing Line Loan” and, collectively, the “Swing Line Loans”); provided that (A) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the principal amount of the Swing Line SublimitLoans outstanding at any one time shall not exceed the Swing Line Committed Amount, (B) with regard to each Lender individually (other than the Swing Line Lender in its capacity as such), such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swing Line Loans plus its Participation Interests in outstanding L/C Obligations shall not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (C) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of Swing Line Loans outstanding plus the aggregate amount of Revolving Loans outstanding plus the aggregate amount of L/C Obligations outstanding shall not exceed the Revolving Committed Amount and (D) the Swing Line Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect. Swing Line Loans shall be made and maintained as Base Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof prior to the Swing Line Termination Date. Swing Line Loans may be made notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding Swing Line Lender’s other Revolving Outstandings, exceeds its Revolving Commitment. The proceeds of a Swing Line Borrowing may not be used, in whole or in part, to refund any prior Swing Line Borrowing. (ii) The principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as all Swing Line Lender, may exceed Loans shall be due and payable on the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum earliest of (A) the outstanding principal maturity date agreed to by the Swing Line Lender and the Borrower with respect to such Swing Line Loan (which maturity date shall not be more than ten Business Days from the date of advance thereof); (B) the Swing Line Termination Date, (C) the occurrence of any proceeding with respect to the Borrower under any Debtor Relief Law or (D) the acceleration of any Loan or the termination of the Revolving Commitments pursuant to Section 8.02. (iii) With respect to any Swing Line Loans that have not been voluntarily prepaid by the Borrower or paid by the Borrower when due under clause (ii) above, the Swing Line Lender (by request to the Administrative Agent) or the Administrative Agent at any time may, and shall at any time Swing Line Loans in an amount of all Working Capital $1,000,000 or more shall have been outstanding for more than seven days, on one Business Day’s notice, require each Revolving Lender, including the Swing Line Lender, and each such Lender hereby agrees, subject to the provisions of this Section 2.01(c), to make a Revolving Loan (which shall be initially funded as a Base Rate Loan) in an amount equal to such Lender’s Revolving Commitment Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date notice is given. (iv) In the case of Revolving Loans made by Lenders other than the Swing Line Lender under clause (iii) above, each such Revolving Lender shall make the amount of its Revolving Loan available to the Administrative Agent, in same day funds, at the Administrative Agent’s Office, not later than 1:00 P.M. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swing Line Lender (and not to the Borrower) and applied to repay the Refunded Swing Line Loans. On the day such Revolving Loans are made, the Swing Line Lender’s Revolving Commitment Percentage of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall instead be outstanding as Revolving Loans. The Borrower authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s account with the Administrative Agent (Bup to the amount available in such account) in order to pay immediately to the Working Capital LC Exposure shall not exceed Swing Line Lender the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and such Refunded Swing Line Loans and (B) without duplicationto the extent amounts received from the Revolving Lenders, including amounts deemed to be received from the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan Lender, are not sufficient to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of in full such Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) and reborrow under this Section 2.04. Each to the Swing Line Loan shall Lender should be a Base Rate Loan. Immediately upon recovered by or on behalf of the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by Section 2.13. (v) A copy of each notice given by the Swing Line Lender pursuant to this Section 2.01(c) shall be promptly delivered by the Swing Line Lender to the Administrative Agent and the Borrower. Upon the making of a Revolving Loan by a Revolving Lender pursuant to this Section 2.01(c), the amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swing Line Loans. (vi) If as a result of any proceeding under any Debtor Relief Law, Revolving Loans are not made pursuant to this Section 2.01(c) sufficient to repay any amounts owed to the Swing Line Lender as a result of a nonpayment of outstanding Swing Line Loans, each Revolving Lender agrees to purchase, and shall be deemed to have purchased, a participation in such outstanding Swing Line Loan Loans in an amount equal to its Proportionate Share Revolving Commitment Percentage of the unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from the Swing Line Lender, each Revolving Lender shall deliver to the Swing Line Lender an amount equal to its respective Participation Interest in such Swing Line Loans in same day funds at the office of the Swing Line Lender specified or referred to in Section 10.02. In order to evidence such Participation Interest each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to all parties. In the event any Revolving Lender fails to make available to the Swing Line Lender the amount of such Revolving Lender’s Participation Interest as provided in this Section 2.01(c)(vi), the Swing Line Loan. Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the customary rate set by the Swing Line Lender for correction of errors among banks in New York City for one Business Day and thereafter at the Base Rate plus the then Applicable Margin for Base Rate Loans. (vii) Each Revolving Lender’s obligation to make Revolving Loans pursuant to clause (iv) above and to purchase Participation Interests in outstanding Swing Line Loans pursuant to clause (vi) above 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 Revolving Lender or any other Person may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to have against the Swing Line Lender, the Common Security Trustee and the Senior Facility AgentBorrower, no later than 12:00 noonHoldings or any other Loan Party, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the occurrence or continuance of a Default or an Event of Default or the termination or reduction in the amount of the Revolving Commitments after any such requested Swing Line Loan Borrowing; Loans were made, (iii) any adverse change in the purpose for which condition (financial or otherwise) of the proceeds Borrower or any other Person, (iv) any breach of this Agreement or any other Finance Document by the Borrower or any other Lender, (v) whether any condition specified in Article IV is then satisfied or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the forgoing. If such Lender does not pay such amount forthwith upon the Swing Line Loan will be usedLender’s demand therefor, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of and until such time as such Lender makes the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04required payment, the Swing Line Lender will confirm with shall be deemed to continue to have outstanding Swing Line Loans in the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy amount of such Borrowing Notice from unpaid Participation Interest for all purposes of the Borrower andFinance Documents other than those provisions requiring the other Lenders to purchase a participation therein. Further, if notsuch Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the to fund Swing Line Lender has received notice (by telephone or Loans in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date amount of the proposed Participation Interest in Swing Line Borrowing Loans that such Lender failed to purchase pursuant to this Section 2.01(c)(vii) until such amount has been purchased (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(asuch assignment or otherwise), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (ai) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date fifth (5th) day prior to the Revolving Credit Maturity Date, Swing Line Lender agrees to make Swing Line Loans to Borrower in an aggregate principal amount not to exceed at any one time outstanding the amount of the Outstanding up to, but not exceeding Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, howeverthat in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding Outstanding principal amount of all Working Capital the Revolving Loans and the Swing Line Loans and (after giving effect to the Swing Line Loan being requested), plus (B) the Working Capital LC Exposure Outstanding Letters of Credit shall not exceed the Working Capital Sublimit aggregate Revolving Commitments of the Revolving Lenders or cause a violation of the covenant set forth in §9.2(b). If at any time the aggregate principal amount of the Swing Line Loans Outstanding at such time exceeds the Swing Line Commitment in effect at such time, Borrower shall promptly pay Agent for the account of Swing Line Lender the amount of such excess. Subject to the terms and conditions of this Agreement, Borrower may borrow, repay and reborrow Swing Line Loans hereunder. (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, shall bear interest at a per annum rate equal to the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds rate of any interest borne by Base Rate Loans. Interest payable on Swing Line Loan Loans is solely for the account of Swing Line Lender, subject to refinance the participation rights of each Revolving Lender that has fully funded its participation interest in such Swing Line Loans pursuant to §2.1(c)(v). All accrued and unpaid interest on Swing Line Loans shall be payable by Borrower on the dates and in the manner provided in §3 with respect to interest on Base Rate Loans (except as Swing Line Lender and Borrower may otherwise agree in writing in connection with any outstanding particular Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 ). (Repayment of Swing Line Loansiii) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loanin the minimum amount of $1,000,000 and integral multiples of $100,000 or such other minimum amounts agreed to by Swing Line Lender and Borrower from time to time. Immediately upon the making Any voluntary prepayment of a Swing Line Loan, each Senior Lender shall Loan must be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from in integral multiples of $100,000 or the aggregate principal amount of all outstanding Swing Line Loans (or such other minimum amounts upon which Swing Line Lender a participation and Borrower may agree in writing) and in connection with any such prepayment, Borrower must give Swing Line Lender prior written notice thereof no later than 10:00 a.m. (Cleveland time) on the date of such prepayment. (iv) Borrower agrees to repay each Swing Line Loan within five (5) days after the date such Swing Line Loan was made; provided, that the proceeds of a Swing Line Loan may not be used to repay a Swing Line Loan. Notwithstanding the foregoing, Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swing Line Loans on the Revolving Credit Maturity Date (or such earlier date as Swing Line Lender and Borrower may agree in writing). In lieu of demanding repayment of any outstanding Swing Line Loan from Borrower, Swing Line Lender may, on behalf of Borrower (which hereby irrevocably directs Swing Line Lender to act on its behalf for such purpose), request a borrowing of Base Rate Loans from the Revolving Lenders in an amount equal to its Proportionate Share of the amount principal balance of such Swing Line Loan, provided that the proposed advance of a Base Rate Loan meets all other requirements for such Advance in this Loan Agreement. The amount limitations of §2.6(a) shall not apply to any borrowing of Base Rate Loans made pursuant to this subsection. Swing Line Lender shall give notice to Agent of any such borrowing of Base Rate Loans may only not later than 12:00 noon (Cleveland time) on the proposed date of such borrowing and Agent shall give prompt notice of such borrowing to the Revolving Lenders. No later than 2:00 p.m. (Cleveland time) on such date, each Revolving Lender will make available to Agent at the Agent’s Head Office for the account of Swing Line Lender, in immediately available funds, the proceeds of the Base Rate Loan to be used for Working Capital Purposesmade by such Revolving Lender and, to the extent of such Base Rate Loan, such Revolving Lender’s participation in the Swing Line Loan so repaid shall be deemed to be funded by such Base Rate Loan. Agent shall pay the proceeds of such Base Rate Loans to Swing Line Lender, which shall apply such proceeds to repay such Swing Line Loan. (bv) The Borrower may request At the time each Swing Line Loan is made, each Revolving Lender shall automatically (and without any further notice or action) be deemed to have purchased from Swing Line Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Revolving Commitment Percentage in such Swing Line Loan. If the Revolving Lenders are prohibited from making Revolving Loans required to be made under this subsection for any reason, including without limitation, the occurrence of any Default or Event of Default described in §12.1.(h) or §12.1.(i), upon notice from Agent or Swing Line Lender, each Revolving Lender severally agrees to pay to Agent for the account of Swing Line Lender in respect of such participation the amount of such Lender’s Revolving Commitment Percentage of each outstanding Swing Line Loan. If such amount is not in fact made available to Agent by any Revolving Lender, Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with accrued interest thereon for each day from the date of demand thereof, at the Federal Funds Effective Rate. If such Revolving Lender does not pay such amount forthwith upon demand therefor by Agent or Swing Line Lender, and until such time as such Revolving Lender makes the required payment, Swing Line Lender shall be deemed to continue to have outstanding Swing Line Loans in the amount of such unpaid participation obligation for all purposes of the Loan Documents (other than those provisions requiring the other Revolving Lenders to purchase a participation therein). Further, such Revolving Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Loans, and any other amounts due such Revolving Lender hereunder, to Swing Line Lender to fund Swing Line Loans in the amount of the participation in Swing Line Loans that such Revolving Lender failed to purchase pursuant to this Section until such amount has been purchased (as a result of such assignment or otherwise). (vi) A Revolving Lender’s obligation to make payments in respect of a participation in a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable absolute and unconditional and shall refer to this Agreement and specify: not be affected by any circumstance whatsoever, including without limitation, (i) the requested Borrowing Date (any claim of setoff, counterclaim, recoupment, defense or other right which shall be a Business Day); such Revolving Lender or any other Person may have or claim against Agent, Swing Line Lender or any other Person whatsoever, (ii) the amount occurrence or continuation of such requested Swing Line Loan Borrowing; a Default or Event of Default (including without limitation, any of the Defaults or Events of Default described in §12.1.(h) or §12.1.(i)) or the termination of any Lender’s Revolving Commitment, (iii) the purpose for existence (or alleged existence) of an event or condition which the proceeds of the Swing Line Loan will be usedhas had or could have a Material Adverse Effect, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each any breach of any Loan Document by Agent, any Lender or any Loan Party or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waivedforegoing. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject On any Business Day until and excluding the Business Day preceding the Maturity Date for the Initial Revolving Credit Facility, subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees to make Swing Line Loans to the Borrower, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date aggregate amount up to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of exceeding the Swing Line Sublimit; provided that the Swing Line Lender shall not make any Swing Line Loans if, notwithstanding as of the fact that date of and after giving effect to such Swing Line Loans, when aggregated with Loan the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may Total Revolving Credit Outstandings would exceed the amount of such Senior Lender’s Commitmentaggregate Revolving Credit Facility; providedprovided that, however, that after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Initial Revolving Credit Loans of any Lender (iincluding any exposure under outstanding Swing Line Loans), plus such Lender’s Pro Rata Share (under the Initial Revolving Credit Facility) of the sum of (A) the outstanding principal amount Outstanding Amount of all Working Capital L/C Obligations (applicable to the Initial Revolving Credit Facility), plus such Lender’s Pro Rata Share (under the Initial Revolving Credit Facility) of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Initial Revolving Credit Commitment. Amounts borrowed pursuant to this Section 2.04 may be repaid and reborrowed prior to the Maturity Date for the Initial Revolving Credit Facility. The Swing Line Lender’s Commitment to make Swing Line Loans shall expire on the latest Maturity Date with respect to the Revolving Credit Facility and all Swing Line Loans and (B) all other amounts owed hereunder with respect to the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loanbe paid in full no later than such date. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the 2.3.3.1 The entire outstanding principal amount balance of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any each Swing Line Loan, together with all accrued interest thereon, shall be due and payable without notice or demand on the third (i3rd) Business Day after the sum Business Day on which such Swing Line Loan was advanced. If a Swing Line Loan is not paid in full when due, Lenders shall make a Loan to Borrowers under the Line of (A) Credit, the proceeds of which shall be used to repay the Swing Line Loan. Each Loan required to be made pursuant to this Section 2.3.3.1 to repay a Swing Line Loan shall be made automatically by Lenders, without a Notice of Borrowing from Borrowers for such Loan. 2.3.3.2 If at a time when there are outstanding principal amount both Letter of all Working Capital Loans Credit Advances and Swing Line Loans and (B) Borrowers may, pursuant to Section 2.1.1, obtain a Loan under the Working Capital LC Exposure Line of Credit, the proceeds of such new Loan shall not exceed the Working Capital Sublimit be applied first as provided in this Section 2.3.3 and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and then as provided in Section 2.3.2. 2.3.3.3 Swing Line Loans shall bear interest at the applicable Interest Rate and (B) without duplication, the LC Exposure Borrowers shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any pay to Swing Line Loan to refinance any Lender, on the 15th day of each calendar month, accrued interest on all outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon . 2.3.3.4 Upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase to have purchased from the Swing Line Lender a participation in such Swing Line Loan interest therein, in an amount equal to its Proportionate such Lender’s Pro Rata Share of times the amount of the Swing Line Loan. Upon demand by Swing Line Lender at any time if the Swing Line Loan for any reason is not paid when due, each Lender shall promptly provide to Swing Line Lender such Lender’s purchase price for its participation interest in such Swing Line Loan, calculated as aforesaid. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed obligation of each Lender so to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant provide such purchase price to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with shall be absolute and unconditional and shall not be affected by the Senior Facility Agent (by telephone occurrence of an Event of Default or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), other occurrence or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available fundsevent.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees it may, in reliance upon the agreements of the other Senior Revolving Credit Lenders set forth in this Section 2.04, shall in its sole discretion make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Revolving Credit Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior ▇▇▇▇▇▇’s Revolving Credit Commitment; provided that the Swing Line Lender shall be under no obligation to make Swing Line Loans at any time if any Lender is at such time a Defaulting Lender hereunder (unless that Defaulting Lender’s Commitmentparticipation in the Swing Line Loan would be reallocated, in full, to non-Defaulting Lenders in accordance with Section 2.15(a)(iv)); provided, further, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit Revolving Credit Facility at such time and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure at such time shall not exceed the Total such Revolving Credit Lender’s Revolving Credit Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Loanapplicable to Revolving Credit Loans. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the principal amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall may in its sole discretion make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to any Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Revolving Credit Lender shall not exceed the Total such ▇▇▇▇▇▇’s Revolving Credit Commitment; provided, further, that the (y) such Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the any Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to During the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, thenRevolving Commitment Period, subject to the terms and conditions hereof, the Swing Line Lender willmay, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Noticeits discretion, make Swing Line Loans to Borrowers in an aggregate amount outstanding at any time up to but not exceeding the amount Swing Line Sublimit; provided, that after giving effect to the making of its any Swing Line Loan available and any participation that may result therefrom pursuant to the Borrower operation and effect of Section 2.3(b)(iv), in no event shall (i) the Aggregate Revolving Obligations exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of any Lender exceed such ▇▇▇▇▇▇’s Revolving Commitment. Amounts borrowed pursuant to this Section 2.3 may be repaid and re-borrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans then outstanding and the Revolving Commitments shall have been Paid in Full no later than such date. Each Swing Line Loan shall constitute a Revolving Loan for all purposes, except that payments thereon shall be made solely to Swing Line Lender for its own account. The obligation of Borrowers to repay Swing Line Loans shall be evidenced by depositing the amount into records of Swing Line Lender, provided that, promptly upon Swing Line Lender’s request (but, in any event, within five (5) Business Days after receipt of such request), Borrowers shall execute and deliver to Swing Line Lender a Swing Line Note to evidence the Operating Account in immediately available fundsDebts arising under the Swing Line Loans.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the period from (other than the Closing Date Date) prior to but excluding the Termination Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any other Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loansuch Lender’s Revolving Credit Commitment then in effect. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender shall, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall 2.04 make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that (i) after giving effect to any Swing Line Loan, (ix) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine in its reasonable discretion (which determination shall be conclusive and binding absent manifest error) that it has, or by such credit extension is reasonably expected to have, Fronting Exposure and (iv) the Swing Line Loans made by the Swing Line Lender, when aggregated with the Pro Rata Share of the Outstanding Amount of Committed Loans of such Lender and its Affiliates, do not exceed the greater of (A) such Lender’s Commitment and (B) such Lender’s Swing Line Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate the product of such ▇▇▇▇▇▇’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall may in its sole discretion make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments at such time, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and Swing Line Loans and (B) without duplicationthat are participated to such Lender, plus such Lender’s Applicable Percentage of the LC Exposure Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, (y) the Total Commitment; provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.4, shall may in its sole discretion make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender’s Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.4, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.5 and reborrow under this Section 2.042.4. Each For so long as CFC is the Swing Line Lender, each Swing Line Loan shall bear interest at the CFC Rate; otherwise, each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line LenderBank agrees, in reliance upon the agreements of the other Senior Lenders Banks set forth in this Section 2.042.4, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Domestic Business Day during the period from the Closing Date prior to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Commitment Percentage of the Working Capital Loans and the Working Capital LC Exposure Outstanding Credit of the Senior Lender Bank acting as Swing Line LenderBank, may exceed the amount of such Senior LenderBank’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum Outstanding Credit shall not exceed the lesser of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans Borrowing Base, and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit Total Commitment, and (ii) the sum of (A) the aggregate outstanding principal amount balance of all Working Capital the Loans and of any Bank (other than Swing Line Loans and (B) without duplicationBank), plus such Bank’s Commitment Percentage of the LC aggregate Letter of Credit Exposure, plus such Bank’s Commitment Percentage of the aggregate Swing Line Exposure shall not exceed the Total such Bank’s Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.4, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow amounts borrowed under this Section 2.042.4 and request new Borrowings under this Section 2.4. Each Swing Line Loan shall be a an Adjusted Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank a risk participation in such Swing Line Loan in an amount equal to its Proportionate Share the product of such Bank’s Commitment Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Each Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed shall be made upon Borrower’s irrevocable notice to the Swing Line Lender, the Common Security Trustee Bank and the Senior Facility Administrative Agent, no which may be given by telephone. Each such notice must be received by Swing Line Bank and Administrative Agent not later than 12:00 noon1:00 p.m. (Boston, New York City Massachusetts time, ) on the Business Day of the proposed requested Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable , and shall refer to this Agreement and specify: specify (i) the requested Borrowing Date (amount to be borrowed, which shall be a Business Day); minimum of $100,000, and (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be usedBorrowing Date, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent a Domestic Business Day. Each such telephone notice must be confirmed promptly by delivery to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in Bank and Administrative Agent of a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed written Swing Line Loan Borrowing must be Notice, appropriately completed and signed by an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple Authorized Officer of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Borrower. Promptly after receipt by Swing Line Bank of any Borrowing Notice under Section 2.04, the telephonic Swing Line Lender Notice, Swing Line Bank will confirm with the Senior Facility Administrative Agent (by telephone or in writing) that the Senior Facility Administrative Agent has also received a copy of such Borrowing Swing Line Notice from the Borrower and, if not, the Swing Line Lender Bank will provide notify Administrative Agent (by telephone or in writing) of the Senior Facility Agent with a copy contents thereof. Unless the Swing Line Lender Bank has received notice (by telephone or in writing) from the Senior Facility Administrative Agent (including at the request of any Senior LenderBank) prior to 2:00 p.m.p.m. (Boston, New York City Massachusetts time, ) on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender Bank not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.4(a), or (iiB) that one or more of the applicable conditions precedent to such Swing Line Loan specified in Article VI is not then satisfied or waivedsatisfied, then, subject to the terms and conditions hereof, the Swing Line Lender Bank will, not later than 3:00 p.m.p.m. (Boston, New York City Massachusetts time, ) on the date Borrowing Date specified in such Borrowing Swing Line Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the account of Borrower by depositing on the amount into the Operating Account books of Swing Line Bank in immediately available funds. (c) Swing Line Bank at any time in its sole and absolute discretion may request on behalf of Borrower (which hereby irrevocably authorizes Swing Line Bank to so request on its behalf), that each Bank make an Adjusted Base Rate Loan in an amount equal to such Bank’s Commitment Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Request for Borrowing for purposes hereof) and in accordance with the requirements of Section 2.2, without regard to the minimum and multiples specified therein for the principal amount of Adjusted Base Rate Loans, but subject to the Availability and the conditions set forth in Section 6.2. Swing Line Bank shall furnish Borrower with a copy of the applicable Request for Borrowing promptly after delivering such request to Administrative Agent. Each Bank shall make an amount equal to its Commitment Percentage of the amount specified in such Request for Borrowing available to Administrative Agent in immediately available funds for the account of Swing Line Bank at Administrative Agent’s office not later than 1:00 p.m. (Boston, Massachusetts time) on the day specified in such Request for Borrowing, whereupon, subject to Section 2.4(d), each Bank that so makes funds available shall be deemed to have made an Adjusted Base Rate Loan to Borrower in such amount, and the Swing Line Loans then outstanding shall be deemed repaid in the same amount. Administrative Agent shall remit the funds so received to Swing Line Bank. (d) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing in accordance with Section 2.4(c), the request for Adjusted Base Rate Loans submitted by Swing Line Bank as set forth herein shall be deemed to be a request by Swing Line Bank that each of the Banks fund its risk participation in the relevant Swing Line Loan and each Bank’s payment to Administrative Agent for the account of Swing Line Bank pursuant to Section 2.4(c) shall be deemed payment in respect of such participation. (e) If any Bank fails to make available to Administrative Agent for the account of Swing Line Bank any amount required to be paid by such Bank pursuant to the foregoing provisions of Section 2.4(c) or Section 2.4(d) by the time specified in Section 2.4(c), Swing Line Bank shall be entitled to recover from such Bank (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by Swing Line Bank in accordance with banking industry rules on interbank compensation. A certificate of Swing Line Bank submitted to any Bank (through Administrative Agent) with respect to any amounts owing under this Section 2.4(e) shall be conclusive absent manifest error. (f) Each Bank’s obligation to make Loans or to purchase and fund risk participations in Swing Line Loans pursuant to Section 2.4(c) or Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against Swing Line Bank, Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Bank’s obligation to make Loans pursuant to Section 2.4(c) is subject to the conditions set forth in Section 6.2. No such funding of risk participations shall relieve or otherwise impair the obligation of Borrower to repay Swing Line Loans, together with interest as provided herein. (g) At any time after any Bank has purchased and funded a risk participation in a Swing Line Loan, if Swing Line Bank receives any payment on account of such Swing Line Loan, Swing Line Bank will distribute to such Bank its Commitment Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s risk participation was funded) in the same funds as those received by Swing Line Bank. (h) If any payment received by Swing Line Bank in respect of principal or interest on any Swing Line Loan is required to be returned by Swing Line Bank in connection with any proceeding under any debtor relief law or otherwise (including pursuant to any settlement entered into by Swing Line Bank in its discretion), each Bank shall pay to Swing Line Bank its Commitment Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. Administrative Agent will make such demand upon the request of Swing Line Bank. The obligations of the Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. (i) Swing Line Bank shall be responsible for invoicing Borrower for interest on the Swing Line Loans. Until each Bank funds its Adjusted Base Rate Loan or risk participation pursuant to Section 2.4(c) or Section 2.4(d) to refinance such Bank’s Commitment Percentage of any Swing Line Loan, interest in respect of such Commitment Percentage shall be solely for the account of Swing Line Bank. (j) Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to Swing Line Bank.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.05, shall to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Company from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Commitment; , and provided, further, that the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.042.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender's Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Outstanding Amount of Revolving Loans of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line LenderLender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Senior Lender’s 's Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount aggregate Outstanding Amount of all Working Capital Loans and Revolving Loans, Swing Line Loans and (B) the Working Capital LC Exposure L/C Obligations shall not exceed the Working Capital Sublimit and Aggregate Revolving Commitments and, (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Revolving Commitment; , and provided, further, that the Borrower Swing Line Lender shall not use the proceeds of make any Swing Line Loan to refinance any an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05 hereof, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, Bank may in reliance upon its discretion make swing line loans (the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans "Swing Line Loans") to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from Commitment Period in the Closing Date aggregate up to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding Commitment for periods requested by the fact that such Borrower and agreed to by the Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s CommitmentBank; provided, howeverthat, that no Swing Line Loan shall be made if, after giving effect to any Swing Line Loan, (i) the sum making of (A) such Loan and the outstanding principal amount simultaneous application of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplicationproceeds thereof, the LC Total Exposure shall not would exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04during the Commitment Period borrow, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation Commitment, subject to and in such Swing Line Loan in an amount equal to its Proportionate Share of accordance with the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposesterms and limitations hereof. (b) The Borrower may request a Swing Line Loan Borrowing to be made on any Business Day. Swing Line Loans shall bear interest at the Base Rate Option. Each request for a Swing Line Loan shall be in writing (or by delivering a Borrowing Notice appropriately completed telephone promptly confirmed in writing) and delivered to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no Bank not later than 12:00 noon, New York City Wilmington time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waivedto be made, thenspecifying in each case (i) the amount to be borrowed, subject (ii) the requested borrowing date, and (iii) the date such Swing Line Loan is to be repaid, if applicable (the terms and "Swing Line Repayment Date"). The request for such Swing Line Loan shall be irrevocable. Provided that all applicable conditions hereofprecedent contained in Section 4.2 hereof have been satisfied, the Swing Line Lender willBank shall, not later than 3:00 4:00 p.m., New York City Wilmington time, on the date specified in the Borrower's request for such Borrowing NoticeSwing Line Loan, make the amount of its such Swing Line Loan available by crediting the Borrower's deposit account with the Swing Line Bank. (c) The obligation of the Borrower to repay the Swing Line Loans shall be evidenced by a promissory note of the Borrower dated the date hereof, payable to the order of the Swing Line Bank in the principal amount of the Swing Line Commitment and substantially in the form of Exhibit B-2 (as amended, supplemented or otherwise modified from time to time, the "Swing Line Note"). (d) Interest shall accrue on the outstanding principal balance of a Swing Line Loan at the Base Rate Option and shall be payable on each applicable Interest Payment Date and upon the repayment of such Swing Line Loan. (e) A Swing Line Loan shall be repaid on the earlier of (i) the Termination Date and (ii) the Swing Line Repayment Date for such Swing Line Loan, if any. (f) In the event the Commitments are terminated in accordance with Section 2.10 hereof, the Swing Line Commitment shall also be terminated automatically. In the event the Borrower by depositing reduces the Total Commitment to less than the Swing Line Commitment, the Swing Line Commitment shall immediately be reduced to an amount equal to the Total Commitment. In the event the Borrower reduces the Total Commitment to less than the outstanding principal amount of the Swing Line Loans, the Borrower shall immediately repay the amount into by which the Operating Account in immediately available fundsoutstanding Swing Line Loans exceed the Swing Line Commitment as so reduced plus accrued interest thereon. (g) At no time shall there be more than one outstanding Swing Line Loan.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the The Swing Line LenderLender may, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04its sole and absolute discretion, shall make loans Loans to the Borrower (each such loanLoan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Restatement Effective Date to but excluding the Revolving Termination Date Date, in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that set forth opposite such Swing Line Loans, when aggregated with Lender’s name in Schedule 1.1(d) under the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as heading “Swing Line LenderCommitment” or in an Assignment and Acceptance pursuant to which Swing Line Lender first becomes a party hereto (such amount as the same may be reduced from time to time pursuant to subsection 1.7(c) hereof or as a result of one or more assignments pursuant to Section 9.8, may exceed the amount of being referred to herein as such Senior Lender’s “Swing Line Commitment”); provided, however, that that, after giving effect to any Borrowing of Swing Line LoanLoans, (i) the sum of (A) the outstanding aggregate principal amount of all Working Capital Loans and outstanding Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit Swing Line Commitment and (ii) the sum of (A) the outstanding principal aggregate amount of all Working Capital outstanding Swing Line Loans, outstanding Revolving Loans and Swing Line Loans and (B) without duplication, the LC Exposure aggregate amount of Letter of Credit Participation Liability shall not exceed the Total Commitment; providedlesser of: (i) the “Borrowing Base” (as calculated pursuant to the Borrowing Base Certificate) in effect from time to time, further, that or (ii) the Borrower shall not use the proceeds of any Swing Line Aggregate Revolving Loan to refinance any outstanding Swing Line LoanCommitment then in effect. Within the foregoing limits, and subject Subject to the other terms and conditions hereof, the Borrower may borrow amounts borrowed under this Section 2.04, repay under Section 4.03 (Repayment subsection 1.1(d) may be repaid and reborrowed from time to time. If at any time the then outstanding principal balance of Swing Line Loans exceeds the Swing Line Commitment, then the Borrower shall immediately prepay outstanding Swing Line Loans in an amount sufficient to eliminate such excess. Outstanding Swing Line Loans shall not be deemed outstanding Revolving Loans) and reborrow under . Notwithstanding anything to the contrary contained in this Section 2.04. Each Agreement or any other Loan Document, Swing Line Lender agrees that, without the prior written consent of Required Revolving Lenders, it will not make any Swing Line Loan to Borrower, and Borrower agrees that it shall not be a Base Rate Loan. Immediately upon the making entitled to receipt of proceeds of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received written notice (by telephone or in writing) from the Senior Facility Borrower or Agent (including either individually or at the request direction of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (iiRequired Revolving Lenders) that one or more an Event of the applicable conditions precedent to such Swing Line Loan Default has occurred and is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available fundscontinuing.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on shall make a portion of the date specified in such Borrowing Notice, make credit under the amount of its Swing Line Loan Working Capital Facility Commitments available to the Borrower by depositing making swing line loans (individually, a “Swing Line Loan” and, collectively, the “Swing Line Loans”) to the Borrower from time to time during the Commitment Period in an aggregate principal amount into at any one time outstanding not to exceed the Operating Account Swing Line Loan Sub-Limit then in immediately available fundseffect; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at any time (including any such new Swing Line Loans), when aggregated with the Swing Line Lender’s Working Capital Facility Commitment Percentage of the Total Working Capital Facility Extensions of Credit, may exceed such Swing Line Lender’s Working Capital Facility Commitment then in effect and (ii) 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 Working Capital Facility Commitments would be less than zero; provided further that, after giving effect to any Swing Line Loan requested by the Borrower, each of the conditions set forth in Section 6.2 shall be satisfied or waived. During the Working Capital Facility Commitment Period, the Borrower may use the Swing Line Loan Sub-Limit by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. (b) Swing Line Loans shall be Base Rate Loans.

Swing Line Loans. (a) Subject to the terms and conditions set forth contained herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees that it will make loans to the Borrower (each such loan, a “Swing Line Loan”) Loans to Borrowers from time to time in amounts requested by any Borrower (or Administrative Borrower on any Business Day during behalf of Borrowers) up to the period from the Closing Date to but excluding the Termination Date in an aggregate amount not outstanding equal to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s CommitmentLoan Limit; provided, howeverthat, that after giving effect to any such Swing Line Loan, (i) the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding shall not exceed the amount equal to the sum of the Canadian Borrowing Base and the US Borrowing Base at such time, (Aii) the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding with respect to all Borrowers shall not exceed the Maximum Credit at such time, (iii) if such Borrower is a US Borrower, the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding of US Borrowers shall not exceed the US Borrowing Base or the US Loan Limit at such time and (iv) if such Borrower is a Canadian Borrower, the aggregate principal amount of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations outstanding of Canadian Borrowers shall not exceed the Canadian Borrowing Base or the Canadian Loan Limit at such time. On the terms and subject to the conditions hereof, each Borrower (or Administrative Borrower on behalf of Borrowers) may from time to time borrow, prepay and reborrow Swing Line Loans. Swing Line Lender shall not be required to make Swing Line Loans, if, after giving effect thereto, the aggregate outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) would exceed the Working Capital LC Exposure then existing Swing Line Loan Limit. Swing Line Lender shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any be required to make a Swing Line Loan to refinance any an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a subject to all of the terms and conditions applicable to other Base Rate Loan. Immediately upon Loans funded by the making of a Swing Line LoanLenders constituting Revolving Loans, each Senior Lender except that all payments thereon shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from payable to the Swing Line Lender a participation in such Swing Line Loan in an amount equal to solely for its Proportionate Share of the amount of such Swing Line Loanown account. All Revolving Loans and Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions settlement among Lenders provided for in Section 6.13 hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender willagrees to make loans on a revolving credit basis to the Borrower from time to time from and including the first Business Day immediately succeeding the Closing Date to but excluding the Revolving Loan Commitment Expiration Date (each a “Swing Line Loan,” and collectively, the “Swing Line Loans”) in accordance with the terms of this Agreement; provided, after giving effect to the making of any Swing Line Loan, in no event shall (i) the then existing aggregate outstanding principal amount of Swing Line Loans exceed $50,000,000 (“Swing Line Sublimit”) at any time or (ii) the sum of (A) the aggregate principal amount of all Revolving Loans outstanding (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing the Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (B) the aggregate principal amount of all Swing Line Loans outstanding, (C) the aggregate Letter of Credit Amount of all Letters of Credit outstanding, and (D) the aggregate amount of unreimbursed drawings under all Letters of Credit, exceed the Aggregate Revolving Loan Commitment at any time. Amounts borrowed pursuant to this Section 2.21 may be repaid and reborrowed during the period commencing on the first Business Day immediately succeeding the Closing Date to but excluding the Revolving Loan Commitment Expiration Date. (b) The Swing Line Loans shall be Base Rate Loans. The Swing Line Lender’s obligation to make Swing Line Loans pursuant to this Section 2.21 shall expire on the Revolving Loan Commitment Expiration Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than 3:00 p.m.such date. Swing Line Loans shall be made in an aggregate minimum amount of $50,000 and integral multiples of $50,000 in excess of that amount, New York City or such other amounts acceptable to the Swing Line Lender in its sole discretion. (c) The Swing Line Lender shall maintain in its internal records an account or accounts evidencing the Indebtedness hereunder of the Borrower to the Swing Line Lender, including the amounts of the Swing Line Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s Obligations in respect of any Swing Line Loans; provided further, in the event of any inconsistency between the Register and the Swing Line Lender’s records, the recordations in the Register shall govern. If so requested by the Swing Line Lender by written notice to the Borrower (with a copy to the Agent), the Borrower shall execute and deliver to such Lender a Swing Line Note substantially in the form of Exhibit A-3 attached hereto (a “Swing Line Note”) to evidence the Swing Line Lender’s Swing Line Loans. (d) Whenever the Borrower desire that the Swing Line Lender make a Swing Line Loan, the Borrower shall give the Swing Line Lender (with a copy to the Agent) irrevocable written notice, substantially in the form of a Borrowing Notice (which notice must be received by the Agent prior to 11:00 a.m., Los Angeles time, on the date specified in such Borrowing Notice, Business Day that is the proposed borrowing date). (e) The Swing Line Lender shall make the amount of its Swing Line Loan available to the Agent not later than 2:00 p.m., Los Angeles time, on the Business Day that is the proposed borrowing date by wire transfer of same day funds in Dollars by wiring such amount to such account as the Agent shall specify. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Agent shall make the proceeds of such Swing Line Loans available to the Borrower on the proposed borrowing date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by the Agent from the Swing Line Lender to be credited to the account of the Borrower with the Agent, or to such other account as may be designated in writing to the Agent by the Borrower. Notwithstanding the foregoing, the Swing Line Lender may, but shall not be obligated to, make Swing Line Loans at any time that one or more of the Lenders is a Defaulting Lender. (f) With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrower pursuant to Section 2.3, the Swing Line Lender may at any time in its sole and absolute discretion (but at least on a weekly basis), deliver to the Agent (with a copy to the Borrower), no later than 11:00 a.m., Los Angeles time at least one Business Day in advance of the proposed borrowing date, a notice (which shall be deemed to be a Borrowing Notice given by the Borrower) requesting that each Revolving Loan Lender make Revolving Loans that are Base Rate Loans to the Borrower on such proposed borrowing date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made by the Revolving Loan Lenders other than the Swing Line Lender shall be immediately delivered by the Agent to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, the Swing Line Lender’s pro rata share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Borrower. The Borrower hereby authorize the Agent and the Swing Line Lender to charge the Borrower’s accounts with the Agent and the Swing Line Lender, as the case may be (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by the Revolving Loan Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in any proceeding under the Bankruptcy Code or any similar debtor relief law, the loss of the amount so recovered shall be ratably shared among all of the Lenders. If for any reason Revolving Loans are not made pursuant to Section 2.21(f) in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the Swing Line Lender, each Revolving Loan Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its pro rata share of the applicable unpaid amount together with accrued interest thereon. Notwithstanding the foregoing, if for any reason any Swing Line Loans have not been voluntarily prepaid by the Borrower pursuant to Section 2.3 or converted to Revolving Loans pursuant to this clause (f) within three (3) Business Days following the date that such Swing Line Loans shall be made, each Revolving Loan Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its pro rata share of the applicable unpaid amount together with accrued interest thereon. (g) Upon one Business Days’ notice from the Swing Line Lender, each Revolving Loan Lender shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds to the account designated by the Swing Line Lender. In the event any Revolving Loan Lender fails to make available to the Swing Line Lender the amount of such Revolving Loan Lender’s participation as provided in this Section, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Loan Lender together with interest thereon at the greater of the Federal Funds Effective Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation. (h) Notwithstanding anything contained herein to the contrary, (i) each Revolving Loan Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.21(f) and each Revolving Loan Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.21(g) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets or condition (financial or otherwise) of any Loan Party; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, such obligations of each Lender are subject to the condition that Swing Line Lender had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 4.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (ii) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) if it does not in good faith believe that all conditions under Section 4.2 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by depositing with the amount into the Operating Account in Agent immediately available fundsfunds in an amount acceptable to the Agent to cover such risk.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lenderherein (including Section 2.22), in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall the Swingline Lender agrees to make loans Swingline Loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Revolving Availability Period, denominated in dollars, in an aggregate principal amount not to exceed at any time outstanding that will not result in (i) the amount outstanding Swingline Loans of the Swing Line Sublimit, notwithstanding Swingline Lender exceeding its Swingline Commitment or (ii) the fact aggregate Revolving Exposures exceeding the aggregate Revolving Commitments; provided that such Swing Line Loans, when aggregated with the Swingline Lender shall not be required to make a Swingline Loan (x) to refinance an outstanding principal amount of the Working Capital Loans Swingline Loan or (y) if any Lender is at that time a Defaulting Lender and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to Section 2.22(a)(iv), any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Defaulting Lender Fronting Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loanremains outstanding. Within the foregoing limits, limits and subject to the other terms and conditions hereofset forth herein, the Borrower may borrow under this Section 2.04borrow, repay under Section 4.03 (Repayment of Swing Line Loans) prepay and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital PurposesSwingline Loans. (b) The Borrower may To request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line LenderSwingline Loan, the Common Security Trustee and Borrower shall notify the Senior Facility AgentSwingline Lender of such request (i) by telephone (confirmed in writing), no not later than 12:00 noon2:00 p.m., New York City time, or, if agreed by the Swingline Lender, 2:00 p.m., New York City time (in the case of a Swingline Loan denominated in dollars) or (ii) by facsimile or other electronic transmission (confirmed by telephone), not later than 2:00 p.m., New York City time, or, if agreed by the Swingline Lender, 2:00 p.m., New York City time on the Business Day day of the such proposed Borrowing Date. (c) Swingline Loan. Each Borrowing Notice delivered pursuant to this Section 2.04 such notice shall be irrevocable and shall refer to this Agreement and specify: (i) specify the requested Borrowing Date date (which shall be a Business Day); (ii) , the amount of such the requested Swing Line Swingline Loan Borrowing; and (iiix) if the purpose for which the proceeds funds are not to be credited to a general deposit account of the Swing Line Loan will Borrower maintained with the Swingline Lender, the location and number of the Borrower’s account to which funds are to be useddisbursed, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under comply with Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)2.06, or (iiy) that one in the case of any ABR Revolving Borrowing or more Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the applicable conditions precedent to Issuing Bank that made such Swing Line LC Disbursement. The Swingline Lender shall make each Swingline Loan is not then satisfied or waived, then, subject available to the terms and conditions hereofBorrower by means of a credit to the general deposit accounts of the Borrower maintained with the Swingline Lender or such other deposit account identified by Borrower (or, in the Swing Line Lender willcase of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), not later than by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date specified of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such Borrowing Noticenotice the currency and such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, make upon receipt of notice as provided above, to pay to the amount Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its Swing Line obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds in the applicable currency, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan available acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by depositing a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the amount into Administrative Agent and the Operating Account Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such acceptance, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in immediately available fundsits capacity as a lender of Swingline Loans hereunder. (e) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.

Swing Line Loans. (a) Subject Swing Line Lender hereby agrees, subject to the terms and conditions limitations set forth herein, below with respect to the maximum amount of Swing Line LenderLoans permitted to be outstanding from time to time, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Revolving Loan Commitments available to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Borrower in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan Commitment to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender's outstanding Revolving Loans and Swing Line Lender's Pro Rata Share of the outstanding principal Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The original amount of the Working Capital Swing Line Loan Commitment is $5,000,000; PROVIDED that any reduction of the Revolving Loan Commitments made pursuant to subsection 2.4B(ii) which reduces the aggregate Revolving Loan Commitments to an amount less than the then current amount of the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to the amount of the Revolving Loan Commitments, as so reduced, without any further action on the part of Borrower, Administrative Agent or Swing Line Lender. The Swing Line Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(iv) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Swing Line Loans and the Working Capital LC Exposure Swing Line Loan Commitment shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect. With respect to any Swing Line Loans which have not been voluntarily prepaid by Borrower pursuant to subsection 2.4B(i), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Borrower), no later than 11:00 A.M. (Boston, Massachusetts time) on the first Business Day in advance of the Senior Lender acting as Swing Line Lenderproposed Funding Date, may exceed a notice (which shall be deemed to be a Notice of Borrowing given by Borrower) requesting Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line LoanLoans (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the sum proceeds of such Revolving Loans made by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (Aand not to Borrower) and applied to repay a corresponding portion of the outstanding principal amount of all Working Capital Loans and Refunded Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) on the sum day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of (A) the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding principal amount of all Working Capital Loans and as Swing Line Loans and shall no longer be due under the Swing Line Note, if any, of Swing Line Lender but shall instead constitute part of Swing Line Lender's outstanding Revolving Loans and shall be due under the Revolving Note, if any, of Swing Line Lender. If any portion of any such amount paid (Bor deemed to be paid) without duplicationto Swing Line Lender should be recovered by or on behalf of Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the LC Exposure loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5. If for any reason (a) Revolving Loans are not exceed made upon the Total Commitment; provided, further, that the Borrower shall not use the proceeds request of any Swing Line Loan Lender as provided in the immediately preceding paragraph in an amount sufficient to refinance repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loan. Within Loans or (b) the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Revolving Loan Commitments are terminated at a time when any Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line LoanLoans are outstanding, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender have purchased a participation in such outstanding Swing Line Loan Loans in an amount equal to its Proportionate Pro Rata Share (calculated, in the case of the foregoing clause (b), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line LoanLoans together with accrued interest thereon. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Upon one Business Day's notice from Swing Line Lender, each Lender shall deliver to Swing Line Lender an amount equal to its respective participation in same day funds at the Common Security Trustee Funding and Payment Office. In order to further evidence such participation (and without prejudice to the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day effectiveness of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant participation provisions set forth above), each Lender agrees to this Section 2.04 shall be irrevocable enter into a separate participation agreement at the request of Swing Line Lender in form and shall refer substance reasonably satisfactory to this Agreement and specify: (i) Swing Line Lender. In the requested Borrowing Date (which shall be a Business Day); (ii) event any Lender fails to make available to Swing Line Lender the amount of such requested Lender's participation as provided in this paragraph, Swing Line Loan Borrowing; Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Lenders have purchased participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. Anything contained herein to the contrary notwithstanding, each Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender's obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (iiia) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Borrower or any other Person for any reason whatsoever; (b) the purpose for which occurrence or continuation of an Event of Default or a Potential Event of Default; (c) any adverse change in the proceeds business, operations, properties, assets, condition (financial or otherwise) or prospects of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes Borrower or General Working Capital Purposesany of its Subsidiaries; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. any breach of this Agreement or any other Loan Document by any party thereto; or (e) The aggregate amount any other circumstance, happening or event whatsoever, whether or not similar to any of the proposed Swing Line Loan Borrowing must be an amount foregoing; PROVIDED that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple such obligations of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal each Lender are subject to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. condition that (fX) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or believed in writing) good faith that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso all conditions under Section 4 to the first sentence of Section 2.04(a), or (ii) that one or more making of the applicable conditions precedent to such Refunded Swing Line Loan is not then satisfied Loans or waived, then, subject to the terms and conditions hereof, the other unpaid Swing Line Lender willLoans, not later than 3:00 p.m.as the case may be, New York City time, on were satisfied at the date specified in time such Borrowing Notice, make the amount of its Refunded Swing Line Loan available Loans or unpaid Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in accordance with subsection 10.6 prior to or at the Borrower by depositing the amount into the Operating Account in immediately available fundstime such Refunded Swing Line Loans or other unpaid Swing Line Loans were made.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the The Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “Swing Line Loan” and collectively, the “Swing Line Loans”) to the Borrower from time to time on any one or more Business Day during Days from and after the period from Restatement Date through the Closing Maturity Date applicable to but excluding the Termination Date in an Line of Credit Loans. The aggregate outstanding principal amount of Swing Line Loans must not to exceed at any time outstanding the amount of exceed the Swing Line Sublimit, notwithstanding the fact that such and no Swing Line Loans, when aggregated with Loans may be made to the extent that the sum of (i) the aggregate outstanding principal amount of the Working Capital Loans and Line of Credit Loans, (ii) the Working Capital LC Exposure aggregate outstanding amount of the Senior Lender acting as LC Obligations and (iii) the aggregate outstanding principal amount of all Swing Line Lender, may Loans would exceed either the amount Borrowing Base or the aggregate Line of such Senior Lender’s CommitmentCredit Loan Commitments. All Swing Line Loans shall bear interest as if they were Base Rate Advances; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans that are disbursed and (B) repaid on the Working Capital LC Exposure same day shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loanbear one day’s interest. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04borrow, repay under and reborrow in accordance with the terms hereof and prepay in accordance with Section 4.03 (Repayment of 4.2, provided, however, that the Swing Line Loans) and reborrow under this Section 2.04. Each Lender may terminate or suspend its commitment to make the Swing Line Loan Loans at any time in its sole discretion upon notice to the Borrower. The Swing Line Loans shall be a Base Rate Loan. evidenced by and repayable in accordance with the terms of the Borrower’s promissory note to the Swing Line Lender (as the same may be amended, supplemented or otherwise modified from time to time, together with any replacements thereof or substitutions therefor, the “Swing Line Note”), the form of which is attached as Exhibit 2C. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share of the amount such Lender’s Pro Rata Percentage of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 which risk participation shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified funded in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under accordance with Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.2.1.3

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make revolving loans to (the Borrower (each such loan, a “Swing Line Loan”Loans” ) from time to time the Domestic Borrowers in Dollars on any Business Day during the period from Availability Period; provided that (i) the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the principal amount of Swing Line Loans shall not exceed the Swing Line Sublimit, notwithstanding (ii) with regard to the fact that such Swing Line LoansLenders collectively, when aggregated with the outstanding aggregate principal amount of Loan Obligations shall not exceed the Working Capital Loans and the Working Capital LC Exposure Aggregate Commitments, (iii) with regard to each Lender individually, such Lender’s Pro Rata Share of the Senior Loan Obligations plus, without duplication and if applicable, the aggregate Outstanding Amount of all Swing Line Loans advanced by such Lender acting in its capacity as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit its Commitment and (iiiv) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure Lender shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of be under any obligation to make any Swing Line Loan to refinance any outstanding if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Swing Line Loan. Within Loans shall bear interest based on the foregoing limitsLIBOR Daily Floating Rate, and subject to may be repaid and reborrowed in accordance with the other terms and conditions provisions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation interest in such Swing Line Loan in an amount equal to its Proportionate Pro Rata Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposesthereof. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.05, shall may in its sole discretion make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the outstanding principal amount of the Working Capital Revolving Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal aggregate amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure outstanding shall not exceed the Working Capital Sublimit aggregate Commitments of all Lenders, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Lender shall not exceed the Total such Lender’s Commitment; provided, further, that (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.08, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate an ABR Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may request be given by (x) telephone or (y) by a Swing Line Loan Borrowing Notice; provided that any telephonic notice must be confirmed promptly by delivering a Borrowing Notice appropriately completed delivery to the Swing Line Lender, the Common Security Trustee Lender and the Senior Facility Agent, no Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon, 1:00 p.m. New York City time, time on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable requested borrowing date, and shall refer to this Agreement and specify: specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested Borrowing Date (borrowing date, which shall be a Business Day); (ii) . Promptly after receipt by the amount Swing Line Lender of such requested any Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04Notice, the Swing Line Lender will confirm with the Senior Facility Administrative Agent (by telephone or in writing) that the Senior Facility Administrative Agent has also received a copy of such Borrowing Swing Line Loan Notice from the Borrower and, if not, the Swing Line Lender will provide notify the Senior Facility Administrative Agent with a copy (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Administrative Agent (including at the request of any Senior Lender) prior to 2:00 p.m., p.m. New York City time, time on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a2.05(a), or (iiB) that one or more of the applicable conditions precedent to such Swing Line Loan specified in Article IV is not then satisfied or waivedsatisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., p.m. New York City time, time on the borrowing date specified in such Borrowing Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. (i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower by depositing (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make an ABR Loan in an amount equal to such Lender’s Applicable Percentage of the amount into of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Revolving Borrowing Request for purposes hereof) and in accordance with the Operating Account requirements of Section 2.04, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of ABR Loans, but subject to the unutilized portion of the Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Revolving Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Revolving Borrowing Request available to the Administrative Agent in immediately available fundsfunds (and the Administrative Agent may apply cash collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. New York City time on the day specified in such Revolving Borrowing Request, whereupon, subject to Section 2.05(c)(ii), each Lender that so makes funds available shall be deemed to have made a ABR Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing in accordance with Section 2.05(c)(i), the request for ABR Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be, as of the date of such Borrowing or participation. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. (i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender. (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 9.17 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause (d)(ii) shall survive the payment in full of the Obligations and the termination of this Agreement. (e) The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its ABR Loan or risk participation pursuant to this Section 2.05 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender. (f) The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

Swing Line Loans. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions set forth herein, the Swing Line LenderLender may, in its discretion and in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.01(c) and Section 2.04, shall make revolving credit loans to (the Borrower (each such loan, a “Swing Line LoanLoans”) from time to time the Parent Borrower on any Business Day during Day; provided, that (i) the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the principal amount of the Swing Line Sublimit, notwithstanding Loans shall not exceed ten percent (10%) of the fact that such Aggregate Revolving Committed Amount (the “Swing Line LoansCommitted Amount”), when aggregated (ii) with respect to the outstanding Revolving Lenders collectively, the aggregate principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Revolving Obligations shall not exceed the Working Capital Sublimit lesser of (x) the Aggregate Revolving Committed Amount and (iiy) the sum of Borrowing Base Amount on such date, (Aiii) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (iv) the Total Outstandings shall not exceed the Borrowing Base Amount on such date. Within the foregoing limitsSwing Line Loans shall be comprised solely of Base Rate Loans, and subject to may be repaid and reborrowed in accordance with the other terms and conditions provisions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation interest in such Swing Line Loan in an amount equal to its Proportionate Share of the amount product of such Swing Line LoanLender’s Revolving Commitment Percentage thereof. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a No Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later shall remain outstanding for longer than 12:00 noon, New York City time, on the five (5) Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) Days. The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with shall endeavor to (but be under no obligation to) promptly notify the Senior Facility Agent (by telephone or in writing) that Parent Borrower if it has suspended the Senior Facility Agent has received a copy availability of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available fundsLoans.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender's Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City timeagrees, on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis to consider making, a portion of the date specified in such Borrowing Notice, make the amount of its Swing Elected Line Loan Amount available to the Borrower by depositing making swing line loans (individually, a "Swing Line Loan" and, together with any amounts allocated to Swing Line Loans pursuant to Section 12.4(b), collectively, the "Swing Line Loans") to the Borrower on same day notice from time to time during the Funding Request Period in an aggregate principal amount into at any one time outstanding not to exceed the Operating Account Swing Line Cap; provided that, (i) the aggregate principal amount of Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's Stated Percentage of the Total Extensions of Credit, may not exceed the Swing Line Lender's Maximum Credit Limit then in immediately available fundseffect, (ii) 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 Borrowing Base Availability would be less than zero and (iii) with respect to each Lender (other than a Declining Lender), and after giving effect to such Lender's Stated Percentage of such Swing Line Loan, such Lender's Extensions of Credit do not exceed such Lender's Maximum Credit Limit. During the Funding Request Period, the Borrower may use the Swing Line Cap by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof, including, without limitation, Section 4.5. (b) NEITHER THE SWING LINE LENDER NOR ANY LENDER SHALL HAVE ANY COMMITMENT OR OBLIGATION TO PARTICIPATE IN OR MAKE ANY SWING LINE LOAN HEREUNDER UNLESS AND UNTIL THE SWING LINE LENDER OR SUCH LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 2.4(g) TO SUCH REQUESTED SWING LINE LOAN. NOTHING CONTAINED HEREIN SHALL OTHERWISE COMMIT OR OBLIGATE THE SWING LINE LENDER OR SUCH LENDER, OR BE INTERPRETED AS A PROMISE OR COMMITMENT BY THE SWING LINE LENDER OR SUCH LENDER TO MAKE OR ELECT TO MAKE SUCH SWING LINE LOAN OR PARTICIPATE OR ELECT TO PARTICIPATE IN SUCH SWING LINE LOAN UNLESS AND UNTIL THE SWING LINE LENDER OR SUCH LENDER AFFIRMATIVELY COMMITS OR IS DEEMED TO HAVE COMMITTED UNDER SECTION 2.4(g) TO SUCH REQUESTED SWING LINE LOAN. (c) Swing Line Loans may be denominated only in United States Dollars and shall be Cost of Funds Loans with successive Interest Periods ending on the Business Day after the date made and each succeeding Business Day thereafter.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Revolving Credit Commitment Termination Date of such Swing Line Lender in an aggregate amount not to exceed at any time outstanding the amount of such Swing Line Lender’s Swing Line Commitment or the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure aggregate Outstanding Amount shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender’s Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and provided, further, that no Swing Line Lender shall be under any obligation to make Swing Line Loans if any Lender at such time is a Defaulting Lender, unless (y) the Administrative Agent has received Cash Collateral in the amount and on the terms required by Section 2.03(g)(ii), or (z) such Swing Line Lender is otherwise satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each The Borrower will have the option to choose whether the Swing Line Loan shall be is a (1) Base Rate Loan, or a (2) Daily Floating Eurodollar Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Bank of America, in its capacity as Swing Line Lender, may in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04its sole discretion, shall agree to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) ), from time to time on any Business Day during the period from beginning after the Closing Date and, subject to but excluding the Termination last sentence of this Section 2.04(a), until the Maturity Date for the Class B Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Revolving Credit Exposure shall not exceed the Working Capital Sublimit aggregate Revolving Credit Commitment and (ii) the sum aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (A) other than the outstanding principal amount relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitmentsuch Lender’s Revolving Credit Commitment then in effect; provided, further, provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. For the avoidance of doubt, (i) all Borrowings of Swing Line Loans may five (5) Business Days prior to the Maturity Date of the Class A Revolving Credit Facility shall be made, and deemed to be made, ratably among the Class A Revolving Credit Lenders and the Class B Revolving Credit Lenders, and (ii) all Borrowings of Swing Line Loans prior to the Maturity Date of the Class B Revolving Credit Facility but on or after five (5) Business Days prior to the Maturity Date of the Class A Revolving Credit Facility shall be made, and deemed to be made, ratably among the Class B Revolving Credit Lenders. Notwithstanding the foregoing, if at any time any Revolving Credit Lender is a Defaulting Lender, such Defaulting Lender’s Pro Rata Share of the Swing Line Loans will be reallocated (A) in the event the Defaulting Lender is any Cerberus Revolving Lender, to Bank of America, and (B) with respect to any other Defaulting Lenders, among all Revolving Credit Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Pro Rata Shares ) but, in the case of each of clauses (A) and (B) above, only to the extent (x) the total Revolving Credit Exposure of all Revolving Credit Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Pro Rata Share of the Swing Line Loans and any L/C Obligations, in each case, except to the extent Cash Collateralized, does not exceed the aggregate Revolving Credit Commitments (excluding the Revolving Credit Commitment of any Defaulting Lender) and (y) the conditions set forth in Section 4.01 are satisfied at such time (in which case the Revolving Credit Commitments of all Defaulting Lenders shall be used deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such Defaulting Lender’s participations in Swing Line Loans or L/C Obligations) for Working Capital Purposes. purposes of any determination of the Revolving Credit Lenders’ respective Pro Rata Shares of the Swing Line Loans (bincluding for purposes of all fee calculations hereunder)); provided that if such reallocation cannot be made, the Borrower and such Defaulting Lender, on a joint and several basis, hereby agree, within two Business Days following notice by the Administrative Agent, to cause to be deposited with the Administrative Agent for the benefit of the Swing Line Lender Cash Collateral or similar security reasonably satisfactory to such Swing Line Lender (in its sole discretion) in the full amount of such Defaulting Lender’s Pro Rata Share of outstanding Swing Line Loans. The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, the Common Security Trustee a security interest in all such Cash Collateral and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day all proceeds of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 foregoing. Such Cash Collateral shall be irrevocable maintained in blocked deposit accounts at Bank of America and shall refer may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this Agreement and specify: (i) paragraph are subject to any right or claim of any Person other than the requested Borrowing Date (which shall be a Business Day); (ii) Administrative Agent for the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds benefit of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes Lender or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate total amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit such funds is less than one hundred thousand Dollars ($100,000)the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the least excess of (x) such aggregate risk participation over (y) the available Commitmenttotal amount of funds, if any, then held as Cash Collateral under this paragraph that the available Swing Line Sublimit Administrative Agent determines to be free and the available Working Capital Sublimit. (f) Promptly after receipt clear of any Borrowing Notice such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under Section 2.04, this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender will confirm with the Senior Facility Agent (by telephone in good faith), or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior Commitments have been permanently reduced to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereofzero, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available funds held as Cash Collateral shall thereafter be returned to the Borrower by depositing or the amount into Defaulting Lender, whichever provided the Operating Account in immediately available fundsfunds for the Cash Collateral.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the each Swing Line Lender, in reliance upon the agreements of the other Senior Working Capital Lenders set forth in this Section 2.042.07 (Swing Line Loans), shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to Working Capital Availability Period (but excluding the Termination Date Date) in an aggregate amount such that the outstanding amount of Swing Line Loans issued by all Swing Line Lenders shall not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such the Commitment Exposure for any Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Working Capital Lender’s Working Capital Debt Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of aggregate Commitment Exposure for all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Lenders shall not exceed the Aggregate Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Debt Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.07 (Swing Line Loans), repay under Section 4.03 (Repayment of Swing Line Loans.) and reborrow under this Section 2.042.07 (Swing Line Loans). Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Working Capital Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the each Swing Line Lender a participation in such Swing Line Lender’s Swing Line Loan in an amount equal to its Proportionate Share Commitment Percentage of the amount of such Swing Line Loan. ; provided that no Working Capital Lender shall be required to participate in a Swing Line Loans may only be used for Loan if such Working Capital PurposesLender’s Commitment Exposure would exceed its Working Capital Debt Commitment as a result of such participation. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice Working Capital Disbursement Request appropriately completed to the a Swing Line Lender, the Common Security Trustee Lender and the Senior Working Capital Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice Working Capital Disbursement Request delivered pursuant to this Section 2.04 2.07 (Swing Line Loans) shall be irrevocable and substantially in the form of Exhibit A-2 hereto. Each such Working Capital Disbursement Request shall be irrevocable, shall refer to this Agreement and shall specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such the requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall only be only Gas Working Capital Purposes for the purposes set forth in Section 8.01 (Use of Proceeds); (iv) the Account into which the proceeds of the Swing Line Loan are to be deposited or General Working Capital Purposesinstructions for the direct application of proceeds, as applicable; and (ivv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice Working Capital Disbursement Request for a Swing Line Loan must be US Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available CommitmentWorking Capital Debt Commitments, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one million Dollars ($1,000,000) and an integral multiple of one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, Working Capital Debt Commitments or the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand million Dollars ($100,0001,000,000), equal to the least lesser of the available Commitment, Working Capital Debt Commitments and the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice Working Capital Disbursement Request for a Swing Line Loan under this Section 2.042.07 (Swing Line Loans), the each relevant Swing Line Lender will confirm with the Senior Working Capital Facility Agent (by telephone or in writing) that the Senior Working Capital Facility Agent has received a copy of such Borrowing Notice Working Capital Disbursement Request from the Borrower and, if not, the each such Swing Line Lender will provide the Senior Working Capital Facility Agent with a copy thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from the Senior Working Capital Facility Agent (including at the request of any Senior Working Capital Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Loan Borrowing (i) directing the such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a) (Funding), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the each such Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing NoticeWorking Capital Disbursement Request, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available fundsfunds to be applied in accordance with Section 4.5(a) of the Common Security and Account Agreement.

Swing Line Loans. (a) Subject Swing Line Lender hereby agrees, subject to ---------------- the limitations set forth below with respect to the terms and conditions set forth herein, the maximum amount of Swing Line LenderLoans permitted to be outstanding from time to time, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Revolving Loan Commitments available to the Borrower (each such loan, a “Swing Line Loan”) Company from time to time on any Business Day during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Company in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan Commitment to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender's outstanding, Revolving Loans and Swing Line Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The Swing Line Loans are the joint and several obligations of the Borrowers. The original amount of the Swing Line Loan Commitment is $3,500,000; provided that any reduction of the Revolving -------- Loan Commitments made pursuant to subsection 2.4B(ii) or 2.4B(iii) which reduces the aggregate Revolving Loan Commitments to an amount less than the then current amount of the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to the amount of the Revolving Loan Commitments, as so reduced, without any further action on the part of Company, Administrative Agent or Swing Line Lender. The Swing Line Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date; provided that the Swing Line Loan Commitment shall -------- expire immediately and without further action on January 31, 1999 if the Term Loans and any initial Revolving Loans are not made on or before that date. Outstanding Swing Line Loans shall be converted to Revolving Loans five Business Days after the Funding Date of such Swing Line Loan. Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment shall be subject to the following limitations in the amounts and during the periods indicated: (a) in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect; and (b) for 30 consecutive days during each consecutive twelve- month period, the sum of the aggregate outstanding principal amount of all Revolving Loans plus the Working Capital aggregate outstanding principal amount of all Swing Line Loans shall not exceed $8,000,000. With respect to any Swing Line Loans which have not been voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 10:00 A.M. (New York City time) on the Working Capital LC Exposure first Business Day in advance of the Senior Lender acting as Swing Line Lenderproposed Funding Date, may exceed a notice (which shall be deemed to be a Notice of Borrowing given by Company) requesting Revolving Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line LoanLoans (the "Refunded Swing Line Loans") outstanding on the date such notice is given which Swing Line Lender requests Revolving Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the sum proceeds of such Revolving Loans made by Revolving Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (Aand not to Company) and applied to repay a corresponding portion of the outstanding principal amount of all Working Capital Loans and Refunded Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) on the sum day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of (A) the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding principal amount of all Working Capital Loans and as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender's outstanding Revolving Loans and shall be due under the Revolving Note of Swing Line Lender. Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company's accounts with Administrative Agent and Swing Line Lender (Bup to the amount available in each such account) without duplication, in order to immediately pay Swing Line Lender the LC Exposure shall not exceed amount of the Total Commitment; provided, further, that Refunded Swing Line Loans to the Borrower shall not use extent the proceeds of any such Revolving Loans made by Lenders, including the Revolving Loan deemed to be made by Swing Line Loan Lender, are not sufficient to refinance repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by subsection 10.5. If for any reason (a) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loan. Within Loans or (b) the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Revolving Loan Commitments are terminated at a time when any Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line LoanLoans are outstanding, each Senior Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender have purchased a participation in such outstanding Swing Line Loan Loans in an amount equal to its Proportionate Pro Rata Share (calculated, in the case of the foregoing clause (b), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line LoanLoans together with accrued interest thereon. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Upon one Business Day's notice from Swing Line Lender, each Revolving Lender shall deliver to Swing Line Lender an amount equal to its respective participation in same day funds at the Common Security Trustee Funding and Payment Office. In order to further evidence such participation (and without prejudice to the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day effectiveness of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant participation provisions set forth above), each Revolving Lender agrees to this Section 2.04 shall be irrevocable enter into a separate participation agreement at the request of Swing Line Lender in form and shall refer substance reasonably satisfactory to this Agreement and specify: (i) Swing Line Lender. In the requested Borrowing Date (which shall be a Business Day); (ii) event any Revolving Lender fails to make available to Swing Line Lender the amount of such requested Revolving Lender's participation as provided in this paragraph, Swing Line Loan Borrowing; Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Revolving Lenders have purchased participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. Anything contained herein to the contrary notwithstanding, each Revolving Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Revolving Lender's obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (iiia) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Company or any other Person for any reason whatsoever; (b) the purpose for which occurrence or continuation of an Event of Default or a Potential Event of Default; (c) any adverse change in the proceeds business, operations, properties, assets, condition (financial or otherwise, or prospects of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes Company or General Working Capital Purposesany of its Subsidiaries; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. any breach of this Agreement or any other Loan Document by any party thereto; or (e) The aggregate amount any other circumstance, happening or event whatsoever, whether or not similar to any of the proposed Swing Line Loan Borrowing must be an amount foregoing; provided that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple such -------- obligations of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal each Revolving Lender are subject to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. condition that (fX) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or believed in writing) good faith that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso all conditions under Section 4 to the first sentence of Section 2.04(a), or (ii) that one or more making of the applicable conditions precedent to such Refunded Swing Line Loan is not then satisfied Loans or waived, then, subject to the terms and conditions hereof, the other unpaid Swing Line Lender willLoans, not later than 3:00 p.m.as the case may be, New York City time, on were satisfied at the date specified in time such Borrowing Notice, make the amount of its Refunded Swing Line Loan available Loans or unpaid Swing Line Loans were made or (Y) the satisfaction of any such condition not satisfied had been waived in accordance with subsection 10.6 prior to or at the Borrower by depositing the amount into the Operating Account in immediately available fundstime such Refunded Swing Line Loans or other unpaid Swing Line Loans were made.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplicationLoans; provided, further, that, the LC Exposure Swing Line Lender shall not exceed the Total Commitmentbe under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure (after giving effect to Section 2.18(a)(iv)); and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Notwithstanding the foregoing sentence, however, in the event a Swing Line Loan is advanced and such Loan causes the Outstanding Amount of Swing Line Loans or other Obligations to exceed the Swing Line Sublimit or any limit set forth in Section 2.04(a), (1) the Swing Line Lender shall be the sole Lender with respect to the portion of any such Loan constituting a Bilateral Swing Line Loan and (2) no other Lender shall be deemed to have purchased or be required to fund a risk participation in such Bilateral Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall may be a Base Rate Loan or a Monthly Adjusted Term SOFR Loan. Immediately Except as otherwise provided above in this Section 2.04(a) with respect to Bilateral Swing Line Loans, immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share of the Working Capital Loans Outstanding Amount of Revolving Loans, the Tranche B Term Loan and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Revolving Outstandings shall not exceed the Working Capital Sublimit Aggregate Revolving Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Lead Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Revolving Credit Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit Revolving Credit Facility at such time, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure at such time shall not exceed such Lender’s Revolving Credit Commitment, (y) the Total Commitment; provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Neither the German Borrower nor the UK Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to borrow under the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing DateLoan. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Revolving Credit Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Revolving Credit Facility at such time, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure at such time shall not exceed the Total such Lender’s Revolving Credit Commitment; provided, further, and provided further that the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed Notwithstanding anything to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to contrary contained in this Section 2.04 shall be irrevocable and shall refer to or elsewhere in this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04Credit Agreement, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender will provide the Senior Facility Agent with is a copy thereof. Unless Defaulting Lender unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior entered into arrangements satisfactory to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing it to eliminate the Swing Line Lender not Lender’s risk with respect to make the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available fundsLoans.

Swing Line Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth hereinin this Agreement and the other Loan Documents, the Swing Line LenderLender may in its sole and absolute discretion, in reliance upon the agreements make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans its Revolving Credit Commitment available to the Borrower (each such loan, a “Swing Line Loan”) at any time and from time to time on any Business Day during the period from the Closing Date through and including the Business Day immediately preceding the Revolving Credit Expiry Date by making Swing Line Loans to but excluding the Termination Date Borrower in an aggregate principal amount not to exceed exceeding at any one time outstanding Ten Million and 00/100 Dollars ($10,000,000.00) (the "Swing Line Loan Commitment"); provided, however, that the aggregate principal amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Swing Line Lender's outstanding principal Revolving Credit Loans and the Swing Line Lender's Pro Rata Share of the Letter of Credit Undrawn Availability may not exceed at any one time outstanding the Swing Line Lender's Revolving Credit Commitment or the Revolving Credit Facility Commitment; provided further that any reduction of the Revolving Credit Facility Commitment made pursuant to Section 2.19 which reduces the aggregate Swing Line Lender's Revolving Credit Commitment to an amount less than the then current amount of the Working Capital Loans and the Working Capital LC Exposure Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Senior Lender acting as Swing Line Loan Commitment to the amount of the Swing Line Lender's Revolving Credit Commitment, may exceed as so reduced, without any further action on the amount part of such Senior Lender’s Commitment; providedthe Borrower, however, that after giving effect to any the Agent or the Swing Line LoanLender. The Swing Line Loan Commitment shall expire on the Revolving Credit Expiry Date and, (i) if not sooner paid, all Swing Line Loans, all unpaid interest thereon and all other sums and costs incurred hereunder with respect to the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans shall be immediately due and (B) payable on the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) Revolving Credit Expiry Date, without duplicationnotice, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loanpresentment or demand. Within the foregoing limitslimits of time and amount set forth in this Section 2.03, and subject to the other terms and conditions hereofprovisions of this Agreement including, without limitation, the Swing Line Lender's right to demand repayment of the Swing Line Loans upon the occurrence of an Event of Default, Borrower may borrow under this Section 2.04borrow, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes2.03. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day during the period from commencing on the Closing Table of Contents Seventh Amendment Effective Date to but excluding and ending on the Business Day next preceding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with (x) the outstanding principal amount Commitment Percentage of the Working Capital Effective Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender and (y) an amount equal to such Lender’s Commitment Percentage times the amount of all outstanding Bid Loans whether or not such Lender has made a Bid Loan, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount Effective Amount of all Working Capital Loans and Committed Loans, L/C Obligations, Swing Line Loans and (B) the Working Capital LC Exposure Bid Loans shall not at any time exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Effective Amount of (A) the outstanding principal Committed Loans of any Lender, plus such Lender’s Commitment Percentage of the Effective Amount of all L/C Obligations, plus such Lender’s Commitment Percentage of the Effective Amount of all Swing Line Loans, plus an amount equal to such Lender’s Commitment Percentage times the amount of all Working Capital outstanding Bid Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender’s Commitment; , and provided, further, that the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Additionally, no more than seven Swing Line Loans may be outstanding at any one time. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.042.15, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.08, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan2.15. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender’s Commitment Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) ), from time to time on any Business Day during the period from beginning on the Business Day after the Closing Date to but excluding and until the Termination Maturity Date of the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share or other applicable share provided for under this Agreement of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior the Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC aggregate Revolving Credit Exposure shall not exceed the Working Capital Sublimit aggregate Revolving Credit Commitment and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC such Lender’s Revolving Credit Exposure shall not exceed the Total such Lender’s Revolving Credit Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow re-borrow under this Section 2.042.04 without premium or penalty (subject to Section 3.05). Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate the product of such Lender’s Pro Rata Share of or other applicable share provided for under this Agreement times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to Each Swing Line Lender agrees, on the terms and conditions hereinafter set forth hereinforth, the to make Swing Line LenderLoans denominated in Dollars, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04Canadian Dollars, shall make loans Sterling or Euro to the any Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing date hereof until such Swing Line Lender’s Commitment Maturity Date to but excluding the Termination Date (i) in an aggregate amount Dollar Amount, determined on the date of delivery of the applicable Notice of Swing Line Borrowing, for each Swing Line Lender not to exceed at any time outstanding such Swing Line Lender’s Swing Line Commitment, and (ii) in an aggregate Dollar Amount, determined on the date of delivery of the applicable Notice of Swing Line Borrowing, for all Swing Line Lenders not to exceed at any time outstanding the amount of the Swing Line SublimitSub-Facility; provided that, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any the making of each Swing Line Loan, (ix) at no time shall the Dollar Amount of the Aggregate Outstanding Credit Exposure exceed the Aggregate Commitments and (y) the sum Outstanding Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure any Lender shall not exceed the Working Capital Sublimit and such Lender’s Commitment (ii) the sum taking into account each Lender’s Pro Rata Share of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding such Swing Line Loan). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each No Swing Line Loan shall be a Base Rate used for the purpose of funding the payment of principal of any other Swing Line Loan. Immediately upon the making Each borrowing of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan under the Swing Line Lender a participation in such Swing Line Loan Sub-Facility shall be in an amount equal to its Proportionate Share not less than, in respect of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. denominated in Dollars, US$1,000,000 (b) The Borrower may request a and in integral multiples of US$100,000 in excess thereof), in respect of Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Loans denominated in Canadian Dollars, CD$1,000,000 (and in integral multiples of CD$100,000 in excess thereof), in respect of Swing Line LenderLoans denominated in Sterling, £1,000,000 (and in integral multiples of £100,000 in excess thereof), and in respect of Swing Line Loans denominated in Euros, €1,000,000 (and in integral multiples of €100,000 in excess thereof). Each borrowing of Swing Line Loans shall consist of the Common Security Trustee same Type and in the Senior Facility Agent, no later than 12:00 noon, New York City time, same currency made on the Business Day of same day by the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested applicable Swing Line Loan Borrowing; (iii) Lender according to its Swing Line Commitment. Within the purpose for which the proceeds limits of the Swing Line Loan will be usedSub-Facility and within the limits referred to in this Section 2.5.1, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Borrowers may borrow, prepay and reborrow Swing Line Loan Borrowing has been satisfied or waivedLoans. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.05, shall make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to any Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Lender shall not exceed the Total such Lender’s Commitment; provided, further, that the (y) such Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the each Borrower may borrow under this Section 2.042.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Borrower from time to time on any Business Day during the period from Availability Period with respect to the Closing Date to but excluding the Termination Date Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Revolving Credit Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to a Domestic Borrower from time to time on any Business Day during the period from Availability Period for the Closing Date to but excluding the Termination Date Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Revolving Credit Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit Revolving Credit Facility at such time, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Revolving Credit Lender shall not exceed the Total such Lender’s Revolving Credit Commitment; provided, further, that the (y) such Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the a Domestic Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Swing Line Loan. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon on the agreements of the other Senior Tranche 1 Revolving Lenders set forth in this Section 2.042.03, shall agrees to make loans Swing Line Loans denominated in Dollars or Canadian Dollars to the Borrower (each such loan, a “Swing Line Loan”) or any Co-Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Revolving Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided that, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum Total Utilization of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Tranche 1 Revolving Commitments shall not exceed the Working Capital Sublimit and First Out Line Cap, (ii) the sum Total Utilization of Tranche 1 Revolving Commitments of any Tranche 1 Revolving Lender shall not exceed such Tranche 1 Revolving Lender’s Tranche 1 Revolving Commitment and, (Aiii) the outstanding principal amount Total Utilization of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure Revolving Commitments shall not exceed the Total CommitmentLine Cap and (iv) the aggregate principal amount outstanding of all Swing Line Loans shall not exceed the Swing Line Sublimit; provided, further, that the Borrower Swing Line Lender shall not use the proceeds of any be required to make a Swing Line Loan to refinance any an outstanding Swing Line Loan. Within the foregoing limits, limits and subject to the other terms and conditions hereofset forth herein, the Borrower and Co-Borrowers may borrow under this Section 2.04borrow, repay under Section 4.03 (Repayment of prepay and reborrow Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line LoanLoan by the Swing Line Lender, each Senior Tranche 1 Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate such Tranche 1 Revolving Lender’s Pro Rata Share of the amount of such Swing Line Loan. Swing .; provided that if the outstanding principal amount of FILO Loans is less than the FILO Line Loans may only Cap on such date, (a) each FILO Lender shall be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed deemed to have purchased from the Swing Line Lender, Lender a participation in the Common Security Trustee and Swingline Loan (in an aggregate principal amount not to exceed the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing FILO Line Loan Borrowing must be an amount that is (A) no more than the available CommitmentCap), (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (Eb) if each Tranche 1 Revolving Lender shall be deemed to have purchased from the available Commitment, Swingline Lender a participation in the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal Swingline Loan to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender extent not to make such Swing Line Loan as a result of the limitations set forth in the first proviso participated to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject FILO Lenders pursuant to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available fundsforegoing clause (a).

Swing Line Loans. (a) Subject Swing Line Lender hereby agrees, subject to the terms and conditions limitation set forth herein, below with respect to the maximum amount of Swing Line LenderLoans permitted to be outstanding from time to time, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Revolving Loan Commitments available to the Borrower (each such loan, a “Swing Line Loan”) Company from time to time on any Business Day during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Company in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan Commitment to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with Swing Line Lender's outstanding Revolving Loans and Swing Line Lender's Pro Rata Share of the outstanding principal Letter of Credit Usage then in effect, may exceed Swing Line Lender's Revolving Loan Commitment. The original amount of the Working Capital Swing Line Loan Commitment is $2,000,000; PROVIDED that any reduction of the Revolving Loan Commitments made pursuant to subsection 2.4B(ii) or 2.4B(iii) which reduces the aggregate Revolving Loan Commitments to an amount less than the then current amount of the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to the amount of the Revolving Loan Commitments, as so reduced, without any further action on the part of Company, Administrative Agent or Swing Line Lender. The Swing Line Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date; PROVIDED that the Swing Line Loan Commitment shall expire immediately and without further action on June 30, 1997 if the Term Loans and the Working Capital LC Exposure of initial Revolving Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed to but excluding the Senior Lender acting as Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Swing Line LenderLoans and the Swing Line Loan Commitment shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect. With respect to any Swing Line Loans which have not been voluntarily prepaid by Company pursuant to subsection 2.4B(i), may exceed Swing Line Lender may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 10:00 A.M. (New York City time) on the proposed Funding Date, a notice (which shall be deemed to be a Notice of Borrowing given by Company) requesting Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line LoanLoans (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (i) the sum proceeds of such Revolving Loans made by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (Aand not to Company) and applied to repay a corresponding portion of the outstanding principal amount of all Working Capital Loans and Refunded Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) on the sum day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of (A) the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding principal amount of all Working Capital Loans and as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender's outstanding Revolving Loans and shall be due under the Revolving Note of Swing Line Lender. Company hereby authorizes Administrative Agent and Swing Line Lender to charge Company's accounts with Administrative Agent and Swing Line Lender (Bup to the amount available in each such account) without duplication, in order to immediately pay Swing Line Lender the LC Exposure shall not exceed amount of the Total Commitment; provided, further, that Refunded Swing Line Loans to the Borrower shall not use extent the proceeds of any such Revolving Loans made by Lenders, including the Revolving Loan deemed to be made by Swing Line Loan Lender, are not sufficient to refinance any outstanding Swing Line Loan. Within repay in full the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) and reborrow under this Section 2.04. Each to Swing Line Loan Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be a Base Rate Loanratably shared among all Lenders in the manner contemplated by subsection 10.5. Immediately upon funding of the making of a Swing Line LoanLoans by the Swing Line Lender, each Senior Lender having a Revolving Loan Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender have purchased a participation in such outstanding Swing Line Loan Loans in an amount equal to its Proportionate Pro Rata Share of the unpaid amount of such Swing Line LoanLoans together with accrued interest thereon. Upon notice from Swing Line Lender no later than 10:00 A.M. (New York City time) on any Business Day, each such Lender shall deliver to Swing Line Lender an amount equal to its respective participation in Same Day Funds at the Funding and Payment Office no later than 5:00 P.M. (New York City time) on such Business Day. In the event any Lender fails to make available to Swing Line Lender the amount of such Lender's participation as provided in this paragraph, Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. In the event Swing Line Lender receives a payment of any amount in which other Lenders have purchased participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. Anything contained herein to the contrary notwithstanding, each Lender's obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request pursuant to the second preceding paragraph and each Lender's obligation to purchase a participation in any unpaid Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Company or any other Person for any reason whatsoever; (b) the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day occurrence or continuation of the proposed Borrowing Date. an Event of Default or a Potential Event of Default; (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: any adverse change in the business, operations or condition (ifinancial or otherwise) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds Company or any of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposesits Subsidiaries; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. any breach of this Agreement or any other Loan Document by any party thereto; or (e) The aggregate amount any other circumstance, happening or event whatsoever, whether or not similar to any of the proposed Swing Line Loan Borrowing must be an amount foregoing; PROVIDED that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple such obligations of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal each Lender are subject to the least satisfaction of one of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. following conditions (fX) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) shall not have received written notice that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso condition under Section 4 to the first sentence of Section 2.04(a), or (ii) that one or more making of the applicable conditions precedent to such Refunded Swing Line Loan is not then satisfied Loans or waived, then, subject to the terms and conditions hereof, the other unpaid Swing Line Lender willLoans, not later than 3:00 p.m.as the case may be, New York City time, on was unsatisfied at the date specified in time such Borrowing Notice, make the amount of its Refunded Swing Line Loan available to Loans or unpaid Swing Line Loans were made or (Y) the Borrower by depositing the amount into the Operating Account satisfaction of any such condition not satisfied had been waived in immediately available fundsaccordance with subsection 10.6.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower in Dollars or in Canadian Dollars (each such loan, a “Swing Line Loan”) to any Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding (x) in the case of Swing Line Loans denominated in Dollars, the amount of the Swing Line Dollar Sublimit and (y) in the case of Swing Line Loans denominated in Canadian Dollars, the amount of the Swing Line Canadian Dollar Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Loans and the Working Capital LC Exposure L/C Obligations of the Senior Revolving Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Revolving Commitment; provided, however, that that, after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Revolving Outstandings shall not exceed the Working Capital Sublimit Aggregate Revolving Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such ▇▇▇▇▇▇’s Revolving Commitment; provided, further, provided further that the no Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the any Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a SOFR Daily Floating Rate Loan or, at the option of the Borrower, a Base Rate Loan. Each Swing Line Loan denominated in Canadian Dollars shall be a Canadian Prime Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Revolving 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 its Proportionate the product of such Revolving Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements agreement of the other Senior Lenders set forth in this Section 2.04, shall may in its sole and absolute discretion make loans to the Borrower (each such loan, a “Swing Line Loan”) for the account of any of the Borrowers from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed such Lender’s Commitment, (y) the Total Commitment; provided, further, that the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, any of the Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to On the terms and conditions set forth in this Agreement, and in reliance upon the representations and warranties of the Borrower set forth herein, the Swing Line LenderLender agrees to make, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during loans to Borrower, which may be borrowed, repaid and reborrowed in accordance with the period terms hereof, from and including the Closing Date date hereof to but excluding the earlier of the Termination Date or the date on which all Commitments are either terminated or reduced to zero pursuant to SECTION 2.07, up to but not exceeding in an the aggregate principal amount not to exceed at any one time outstanding, the amount of its Swing Line Commitment (the "Swing Line Loans"); provided, that no Swing Line Loan shall be made hereunder if, after giving effect thereto, the aggregate outstanding principal amount of all Loans would exceed the lesser of the total of all Commitments or the Borrowing Base reflected on the most recent Borrowing Base Certificate submitted pursuant to SECTION 6.08(L); and provided further that no Swing Line Loan shall be made hereunder if, after giving effect thereto, the aggregate outstanding principal amount of Swing Line Loans, plus the aggregate outstanding principal amount of the Swing Line SublimitLender's Revolving Loans, notwithstanding would exceed the fact that Commitment of the Swing Line Lender. Outstanding Swing Line Loans shall not reduce the unused portion of the Commitment of the Swing Line Lender, for the purposes of SECTION 2.11. (b) All Swing Line Loans shall bear interest at the rate agreed to from time to time between the Borrower and the Swing Line Lender. Borrower shall not be entitled to convert any Swing Line Loans into any other type of Loans. Swing Line Loans made on any date shall be in aggregate minimum amount of $500,000. (c) Whenever the Borrower desires to borrow a Swing Line Loan, it shall give the Agent and the Swing Line Lender, no later than 1:00 p.m. (New York City time) on the proposed date for such Borrowing, telephonic (confirmed promptly in writing) or written notice of such Borrowing, which shall be irrevocable and shall specify (i) the principal amount of the Swing Line Loans to be made, (ii) the date of such Borrowing (which shall be a Banking Day), (iii) the maturity date for such Swing Line Loan (which shall be payable on demand and in any event no later than seven (7) days after the making thereof or, if earlier, the Termination Date), and (iv) the agreed upon interest rate for such Swing Line Loan. (d) Promptly after receiving a notice of Borrowing pursuant to CLAUSE (C) above, the Agent shall provide each Bank with a copy thereof (or telephonic notice of the contents thereof confirmed promptly by providing a copy thereof). (e) The Swing Line Lender shall in its sole and absolute discretion be entitled to require a Borrowing of Variable Rate Loans hereunder, the proceeds of which shall be applied to the pre-payment of all Swing Line Loans then outstanding, by giving notice (by telephone promptly confirmed in writing) to the Agent, the Borrower and the Banks to such effect, which notice shall set forth the aggregate outstanding principal amount of such Swing Line Loans. Upon the giving of such notice, the Borrower shall be deemed to have timely given a notice of Borrowing to the Agent requesting Revolving Loans which are Variable Rate Loans on the Banking Day following such notice, and the Banks shall, on such date, make Revolving Loans which are Variable Rate Loans in the aggregate amount of such Swing Line Loans, when aggregated the proceeds of which shall be applied by the Agent to the pre-payment of such Swing Line Loans; provided, that for the purposes solely of such Borrowing, the conditions precedent set forth in ARTICLE 4, and the minimum Borrowing requirements of SECTION 2.09, shall not be applicable. Unless the Borrower shall have notified the Agent and the Swing Line Lender prior to 11:00 a.m. (New York City time) on the date which is six (6) days following the date on which any Swing Line Loan has been made by the Swing Line Lender that the Borrower intends to reimburse the Swing Line Lender with funds other than the outstanding principal amount proceeds of Revolving Loans, the Agent shall give such notice on behalf of the Working Capital Loans Swing Line Lender. (f) Upon the giving of notice to the following effect to the Agent and to each Bank by the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount in its sole and absolute discretion, any deemed notice of such Senior Lender’s Commitment; provided, however, that after giving effect Borrowing given under CLAUSE (E) above pursuant to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan which no Borrowing has yet been made shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, deemed canceled and each Senior Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, irrevocably purchase from the Swing Line Lender a participation in its Swing Line Loans in the aggregate outstanding principal amount equal to such Bank's pro rata share of the aggregate principal amount of such Swing Line Loan in Loans, and shall make available to the Swing Line Lender an amount equal to its Proportionate Share respective participation in the Swing Line Lender's Swing Line Loans in Dollars and immediately available funds, at the office of the Swing Line Lender specified by notice to the Agent and each Bank in such notice, not later than 1:00 p.m. (New York City time) on the second Banking Day after the giving of such notice. In the event that any Bank fails to make available to the Swing Line Lender the amount of such Bank's participation as provided in this CLAUSE (F), the Swing Line Loan. Lender shall be entitled to recover such amount on demand from such Bank together with interest at the Federal Funds Rate set by the Agent for three (3) Banking Days and thereafter at the Prime Rate, and the Swing Line Loans may only Lender shall, until such time as all such amounts have been paid, be used for Working Capital Purposes. (b) The Borrower may request deemed to have outstanding a Swing Line Loan Borrowing in the amount of such unpaid participation for all purposes of this Agreement other than those provisions requiring Banks to purchase an interest therein. The Swing Line Lender shall distribute to each other Bank which has paid all amounts payable by delivering a Borrowing Notice appropriately completed it under this CLAUSE (F) with respect to the Swing Line Loans made by the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day such other Banks' share of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, all payments received by the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy respect of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result Loans when such payments are received. The obligations of the limitations set forth Banks under this CLAUSE (F) shall be unconditional and irrevocable and shall be paid strictly in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to accordance with the terms and conditions hereofof this Agreement under all circumstances including, without limitation, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount fact that a Default or an Event of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available fundsDefault shall have occurred and be continuing or any other circumstances whatsoever.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lenderherein (including Section 2.21), in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall the Swingline Lender agrees to make loans Swingline Loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Revolving Availability Period, denominated in dollars, in an aggregate principal amount not to exceed at any time outstanding that will not result in (i) the amount outstanding Swingline Loans of the Swing Line Sublimit, notwithstanding Swingline Lender exceeding its Swingline Commitment or (ii) the fact aggregate Revolving Exposures exceeding the aggregate Revolving Commitments then in effect; provided that such Swing Line Loans, when aggregated with the Swingline Lender shall not be required to make a Swingline Loan (x) to refinance an outstanding principal amount of the Working Capital Loans Swingline Loan or (y) if any Lender is at that time a Defaulting Lender and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to Section 2.21(a)(iv), any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Defaulting Lender Fronting Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loanremains outstanding. Within the foregoing limits, limits and subject to the other terms and conditions hereofset forth herein, the Borrower may borrow under this Section 2.04borrow, repay under Section 4.03 (Repayment of Swing Line Loans) prepay and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital PurposesSwingline Loans. (b) The Borrower may To request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line LenderSwingline Loan, the Common Security Trustee and Borrower shall notify the Senior Facility AgentSwingline Lender of such request (i) by telephone (confirmed in writing), no not later than 12:00 noon2:00 p.m., New York City timetime or (ii) NAI-1532775236v11532775236v9 60 Blue Bird Body Company Credit Agreement by facsimile or other electronic transmission (confirmed by telephone), not later than 2:00 p.m., New York City time on the Business Day day of the such proposed Borrowing Date. (c) Swingline Loan. Each Borrowing Notice delivered pursuant to this Section 2.04 such notice shall be irrevocable and shall refer to this Agreement and specify: (i) specify the requested Borrowing Date date (which shall be a Business Day); (ii) , the amount of such the requested Swing Line Swingline Loan Borrowing; and (iiix) if the purpose for which the proceeds funds are not to be credited to a general deposit account of the Swing Line Loan will Borrower maintained with the Swingline Lender, the location and number of the Borrower’s account to which funds are to be useddisbursed, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under comply with Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)2.06, or (iiy) that one in the case of any ABR Revolving Borrowing or more Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the applicable conditions precedent to Issuing Bank that made such Swing Line LC Disbursement. The Swingline Lender shall make each Swingline Loan is not then satisfied or waived, then, subject available to the terms and conditions hereofBorrower by means of a credit to the general deposit accounts of the Borrower maintained with the Swingline Lender or such other deposit account identified by ▇▇▇▇▇▇▇▇ (or, in the Swing Line Lender willcase of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), not later than by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date specified of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such Borrowing Noticenotice the currency and such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, make upon receipt of notice as provided above, to pay to the amount Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its Swing Line obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds in the applicable currency, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (with references to 12:00 noon, New York City time, in such Section being deemed to be references to 3:00 p.m., New York City time) (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan available acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by depositing a Revolving Lender of an appointment as a Swingline Lender hereunder shall NAI-1532775236v11532775236v9 61 Blue Bird Body Company Credit Agreement be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the amount into Administrative Agent and the Operating Account Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such acceptance, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in immediately available fundsits capacity as a lender of Swingline Loans hereunder. (e) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth (5th) Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Revolving Credit Lenders set forth in this Section 2.04, shall may in its sole discretion make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Senior Revolving Credit Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Revolving Credit Outstandings shall not exceed the Working Capital Sublimit Revolving Credit 54 207163075_10 Facility, and (ii) the sum Revolving Credit Exposure of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure any Lender shall not exceed the Total such Lender’s Revolving Credit Commitment; provided, further, that (y) the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; and (z) if any Lender is a Defaulting Lender, the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall reasonably determine that, after giving effect to Section 2.16(a)(iv), it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Revolving Credit 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 its Proportionate Share the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower in Dollars (each such loan, a “Swing Line Loan”) to the Company or a U.K. Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender’s Commitment; , and provided, further, that the such Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company or a U.K. Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate LoanLoan or shall bear interest at such other rate mutually agreeable to the Swing Line Lender and the applicable Borrower. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject Swing Line Lender hereby agrees, subject to the terms and conditions limitations set forth herein, below with respect to the maximum amount of Swing Line LenderLoans permitted to be outstanding from time to time, in reliance upon the agreements to make a portion of the other Senior Lenders set forth in this Section 2.04, shall make loans Revolving Loan Commitments available to the Borrower (each such loan, a “Swing Line Loan”) Company from time to time on any Business Day during the period from the Business Day immediately succeeding the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to Company in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan Commitment to be used for the purposes identified in subsection 2.5B, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any 's outstanding Revolving Loans and other Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Lender's Pro Rata Share of the amount Letter of such Swing Line Loan. Swing Line Loans Credit Usage then in effect, may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the exceed Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the 's Revolving Loan Commitment. The original amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital PurposesCommitment is $20,000,000; and (iv) provided that each any reduction of the conditions precedent Revolving Loan Commitments made pursuant to such subsection 2.4B(ii) or 2.4B(iii) which reduces the aggregate Revolving Loan Commitments to an amount less than the then current amount of the Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified Commitment shall result in a Borrowing Notice must be Dollars. (e) The aggregate an automatic corresponding reduction of the Swing Line Loan Commitment to the amount of the proposed Revolving Loan Commitments, as so reduced, without any further action on the part of Company, Agent or Swing Line Lender. The Swing Line Loan Borrowing must be an amount that is (A) no more than Commitment shall expire on the available Commitment, (B) no more than the available Revolving Loan Commitment Termination Date and all Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) Loans and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal all other amounts owed hereunder with respect to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or Loans shall be paid in writing) full no later than that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, date; provided that the Swing Line Lender will provide Loan Commitment shall expire immediately and without further action on the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request earlier of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result consummation of the limitations set forth in IPO and November 15, 1996 if the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.Term Loans are

Swing Line Loans. (a) Subject to and upon the terms and conditions herein set forth herein(including the limitation set forth in SECTION 2.01), the Swing Line Lender agrees to make to the Borrower, from time to time prior to the Revolving Loan Termination Date, Swing Line Loans in an aggregate principal amount outstanding at any time not to exceed the Swing Line Subcommitment then in effect. The Borrower shall be entitled to repay and reborrow Swing Line Loans in accordance with the provisions, and subject to the limitations, set forth herein (including the limitation set forth in SECTION 2.01). (b) Each Swing Line Loan shall, at the option of the Borrower, be made as a Base Rate Advance or a Cost of Funds Rate Advance. The aggregate principal amount of each Swing Line Borrowing shall be not less than $100,000 or a greater integral multiple of $50,000. At no time shall the number of Swing Line Borrowings outstanding under this SECTION 2.03 exceed three; PROVIDED THAT, for purposes of determining the number of Swing Line Borrowings outstanding, all Swing Line Borrowings consisting of Base Rate Advances shall be considered as one Swing Line Borrowing. (c) The Borrower's obligation to pay the principal of, and interest on, the Swing Line Loans shall be evidenced by the records of the Administrative Agent and the Swing Line Lender and by the Swing Line Note payable to the Swing Line Lender (or the assignor of such Swing Line Lender) completed in conformity with this Agreement. (d) The outstanding principal amount under each Swing Line Loan, and all accrued but unpaid interest thereon, shall be due and payable in full (i) on the expiration of the Interest Period applicable to such Swing Line Loan if outstanding as a Cost of Funds Rate Advance, and (ii) on the Revolving Loan Termination Date. (e) At any time on the request of the Swing Line Lender, each Lender other than the Swing Line Lender shall purchase a participating interest in all outstanding Swing Line Loans in an amount equal to its Pro Rata Share (based upon on its respective Pro Rata Share of the Revolving Loan Commitments) of such Swing Line Loans, and the Swing Line Lender shall furnish each Lender with a certificate evidencing such participating interest. Such purchase shall be made on the third Business Day after such request is made; PROVIDED, HOWEVER, that unless an Event of Default has occurred and is continuing on the date such request is made, the purchase of a participating interest in any Swing Line Loan outstanding as a Cost of Funds Rate Advance shall not be required to be made until the expiration of the current Interest Period in effect for such Swing Line Loan unless otherwise requested by the Swing Line Lender. On the date of such required purchase, each Lender will immediately transfer to the Swing Line Lender, in reliance upon immediately available funds, the agreements amount of the other Senior Lenders set forth in this Section 2.04its participation. Whenever, shall make loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or from any such Lender the funds for its participating interest in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed a Swing Line Borrowing (i) directing Loan, the Administrative Agent or the Swing Line Lender not to make such receives any payment on account thereof, the Administrative Agent or the Swing Line Loan Lender, as a result of the limitations set forth case may be, will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the first proviso case of interest payments, to reflect the first sentence period of Section 2.04(atime during which such Lender's participating interest was outstanding and funded); PROVIDED, HOWEVER, that if such payment received by the Administrative Agent or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender willis required to be returned, such Lender will return to the Administrative Agent or the Swing Line Lender any portion thereof previously distributed by the Administrative Agent or the Swing Line Lender to it. Each Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not later than 3:00 p.m.be affected by any circumstance, New York City timeincluding without limitation (i) any setoff, on counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the date specified Swing Line Lender requesting such purchase or any other Person for any reason whatsoever, (ii) the occurrence or continuation of a Default or an Event of Default or the termination of the Revolving Loan Commitments, (iii) any adverse change in such Borrowing Noticethe condition (financial or otherwise) of Borrower, make the amount any of its Subsidiaries, or any other Person, (iv) any breach of this Agreement by Borrower or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; PROVIDED, HOWEVER, that no such obligation shall exist (A) to the extent that the aggregate Swing Line Loans were advanced in excess of the Swing Line Subcommitment then in effect, or (B) with respect to any Swing Line Loan available where the Swing Line Lender actually advanced to the Borrower by depositing net proceeds from the amount into Swing Line Loan (and therefore was not refunding a previous Swing Line Loan) at a time when (x) the Operating Account in immediately available fundsSwing Line Lender had actual knowledge that an Event of Default had occurred and then existed, and (y) the Required Lenders had not agreed to waive such Event of Default for purposes of funding such Swing Line Loan.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall to make loans to the Borrower in Dollars (each such loan, a “"Swing Line Loan”") to the Company from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Commitment; , and provided, further, that the Borrower Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender's Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall may in its sole and absolute discretion make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Outstanding Amount of the Working Capital Revolving Credit Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit lesser of (x) the Borrowing Base and (y) the Aggregate Commitments and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender’s Commitment; provided, further, and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate Loanplus the Applicable Rate. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate the product of such Lender’s Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (ai) Solely for ease of administration of the Revolving Credit Loans, the Swing Line Lender may, upon receipt of a notice required under Section 2.02(c) on the proposed date of funding, but shall not be required to, fund Base Rate Loans made in accordance with the provisions of this Agreement, bearing interest as set forth in Section 3.02(a)(i). The Swing Line Lender may, in its sole discretion and without conferring with the Lenders, make Swing Line Loans to the Borrower by entry of credits to the Borrower’s operating account(s) with the Swing Line Lender to cover checks which the Borrower has drawn or made against such account and shall notify the Administrative Agent of any overdrafts being advanced as Swing Line Loans. The Borrower hereby requests and authorizes the Swing Line Lender to make from time to time such Swing Line Loans by means of appropriate entries of such credits sufficient to cover checks then presented. The Borrower acknowledges and agrees that the making of such Swing Line Loans shall be subject in all respects to the provisions of this Agreement as if they were Swing Line Loans covered by a request under Section 2.02(c), including, without limitation, the limitations set forth in this Section 2.01 and the requirements that the applicable provisions of Section 6.01 (in the case of Swing Line Loans made on the Closing Date) and Section 6.02 be satisfied. All actions taken by the Swing Line Lender pursuant to the provisions of this Section 2.01(b) shall be conclusive and binding on the Borrower absent manifest error or such Swing Line Lender’s gross negligence or willful misconduct. The outstanding aggregate amount of Swing Line Loans advanced by the Swing Line Lender hereunder shall not exceed the Swing Line Commitment at any time. Each Lender with a Revolving Credit Commitment shall remain severally and unconditionally liable to fund its pro rata share (based upon each Lender’s Percentage Share) of such Swing Line Loans on each Settlement Date and, in the event the Swing Line Lender chooses not to fund all Base Rate Loans requested on any date, to fund its Percentage Share of the Base Rate Loans requested, subject to satisfaction of the provisions hereof relating to the making of Base Rate Loans. Prior to each Settlement, all payments or repayments of the principal of, and interest on, Swing Line Loans shall be credited to the account of the Swing Line Lender. The Borrower shall have the right, at its election, to prepay the outstanding amount of the Swing Line Loans, as a whole or in part, at any time without penalty or premium. (ii) The Lenders with Revolving Credit Commitments shall effect Settlements on (A) the Business Day immediately following any day which the Swing Line Lender gives written notice to the Administrative Agent to effect a Settlement, (B) the Business Day immediately following the Swing Line Lender’s or the Administrative Agent’s becoming aware of the existence of any Default, (C) the Termination Date, (D) any date on which the Borrower wishes to convert a Swing Line Loan into a Revolving Credit Loan, and (E) in any event, on the first Business Day of each calendar quarter for the immediately preceding calendar quarter (each such date, a “Settlement Date”). One Business Day prior to each such Settlement Date, the Administrative Agent shall give notice by facsimile or telecopier to the Lenders with Revolving Credit Commitments of (1) the respective outstanding amount of Revolving Credit Loans made by each Lender as at the close of the prior Business Day, and (2) the amount that any Lender, as applicable (a “Settling Lender”), shall pay to effect a settlement (a “Settlement Amount”). A statement of the Administrative Agent submitted to the Lenders with Revolving Credit Commitments with respect to any amounts owing hereunder shall be PRIMA FACIE evidence of the amount due and owing. Each Settling Lender shall, not later than 11:00 a.m. (Central Time) on each Settlement Date, effect a wire transfer of immediately available funds to the Administrative Agent, for the benefit of the Swing Line Lender, at the Administrative Agent’s Principal Office in the amount of such Lender’s Settlement Amount. All funds advanced by any Lender with a Revolving Credit Commitment as a Settling Lender pursuant to this Section 2.01(b) shall for all purposes be treated as a Base Rate Loan by that Lender (in place of the Swing Loan Lender) to the Borrower and all such funds so advanced shall be treated as a payment in full of such amount by the Borrower under its Swing Line Loan. (iii) Subject to the terms Settling Lender’s receipt of the notice required pursuant to Section 2.01(b)(ii), the Administrative Agent may (unless notified to the contrary by any Settling Lender by 11:00 a.m. (Central Time) one Business Day prior to the Settlement Date) assume that each Settling Lender has made available (or will make available by the time specified in Section 2.01(b)(ii)) to the Administrative Agent its Settlement Amount, and conditions set forth hereinthe Administrative Agent may (but shall not be required to), in reliance upon such assumption, effect Settlements. If the Settlement Amount of such Settling Lender is made available to the Administrative Agent on a date after such Settlement Date, such Settling Lender shall pay the Administrative Agent, for the benefit of the Swing Line Lender, on demand an amount equal to the product of (A) the average, computed for the period referred to in clause (C) below, of the weighted average annual interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period times (B) such Settlement Amount times (C) a fraction, the numerator of which is the number of days that elapse from and including such Settlement Date to but not including the date on which such Settlement Amount shall become immediately available to the Administrative Agent, and the denominator of which is 360. Upon payment of such amount such Settling Lender shall be deemed to have delivered its Settlement Amount on the Settlement Date and shall become entitled to interest payable by the Borrower with respect to such Settling Lender’s Settlement Amount as if such share were delivered on the Settlement Date. If such Settlement Amount is not in fact made available to the Administrative Agent by such Settling Lender within three Business Days of such Settlement Date, the Administrative Agent shall be entitled to recover such amount from the Borrower, with any unpaid interest thereon at the Base Rate. (iv) After any Settlement Date, any payment by the Borrower of Swing Line Loans hereunder shall be allocated pro rata among the Lenders with Revolving Credit Commitments, in accordance with such Lender’s Percentage Share. (v) If, prior to the making of a Revolving Credit Loan pursuant to clause (ii) of this Section 2.01(b), a Default has occurred and is continuing, each Lender with a Revolving Credit Commitment shall, on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Percentage Share of such Swing Line Loans. Each Lender with a Revolving Credit Commitment will immediately transfer to the Administrative Agent, for the benefit of the Swing Line Lender, in reliance immediately available funds, the amount of its participation and upon receipt thereof the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans Administrative Agent will deliver to the Borrower (each such loan, Lender a “Swing Line Loan”participation certificate dated the date of receipt of such funds and in such amount. (vi) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed Whenever, at any time outstanding after the amount of Administrative Agent has received from any Lender with a Revolving Credit Commitment such Lender’s participating interest in the Swing Line SublimitLoans pursuant to clause (v) above, notwithstanding the fact that Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Swing Line LoansLender its participating interest in such amount (appropriately adjusted, when aggregated with in the outstanding principal amount case of interest payments, to reflect the Working Capital Loans and the Working Capital LC Exposure period of the Senior Lender acting as Swing Line Lender, may exceed the amount of time during which such Senior Lender’s Commitmentparticipating interest was outstanding and funded) in like funds as received; provided, however, that after giving effect in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any Swing Line Loanportion thereof previously distributed by the Administrative Agent to it in like funds as such payment is required to be returned by the Administrative Agent. (vii) Each Lender’s obligation to purchase participating interests pursuant to clause (v) above shall be absolute and unconditional and shall not be affected by any circumstance, (i) the sum of including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the outstanding principal amount of all Working Capital Loans and Swing Line Loans and Administrative Agent, the Borrower or any other Person for any reason whatsoever; (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making occurrence or continuance of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital PurposesDefault; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than any adverse change in the available Working Capital Sublimit, condition (financial or otherwise) of the Borrower or any other Person; (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple any breach of fifty thousand Dollars ($50,000) and this Agreement by the Borrower or any other Lender or the Administrative Agent; or (E) if the available Commitmentany other circumstance, the available Swing Line Sublimit happening or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000)event whatsoever, equal whether or not similar to the least any of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimitforegoing. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall Lender agrees to make loans to the Borrower (each such loan, a “"Swing Line Loan”") to the Borrower from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s 's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all Working Capital Loans and L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender's Commitment; , and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.05, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.06, and reborrow under this Section 2.042.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate the product of such Lender's Pro Rata Share of times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) (i) Domestic Swing Line Facility. Subject to the terms and conditions set forth herein, the Domestic Swing Line LenderLender may in its sole discretion, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall make loans to the Borrower (each such loan, a “Domestic Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of the Domestic Swing Line Sublimit, notwithstanding the fact that such Domestic Swing Line Loans, when aggregated with the outstanding principal amount Pro Rata Share of the Working Capital Outstanding Amount of Revolving Loans, other Swing Line Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Domestic Swing Line LenderLender in its capacity as a Lender of Revolving Loans, may exceed the amount of such Senior Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Domestic Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (B) the Working Capital LC Exposure aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed the Working Capital Sublimit and such ▇▇▇▇▇▇’s Revolving Commitment, (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower Company shall not use the proceeds of any Domestic Swing Line Loan to refinance any outstanding Swing Line LoanLoan and (iii) the Domestic Swing Line Lender shall not be under any obligation to make any Domestic Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension would have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Domestic Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Domestic Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Domestic Swing Line Lender a risk participation in such Domestic Swing Line Loan in an amount equal to its Proportionate the product of such ▇▇▇▇▇▇’s Pro Rata Share of times the amount of such Domestic Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to On the terms and conditions set forth hereinClosing Date, the Swing Line Lender, in reliance upon the agreements satisfaction of the other Senior Lenders set forth conditions specified in this Section 2.046.1, shall make loans to each of the Borrower (each such loan, a outstanding “Swing Line Loan”Loans” (as defined in the Existing Credit Agreement) from time shall automatically be deemed to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and be Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04Agreement. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject Subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on agrees to make a portion of the date specified in such Borrowing Notice, make credit under the amount of its Swing Line Loan Commitments available to the Borrower by depositing making swing line loans (individually, a “Swing Line Loan” and collectively, the “Swing Line Loans”) to the Borrower from time-to-time during the Commitment Period in an aggregate principal amount into at any one time outstanding not to exceed the Operating Account Swing Line Loan Sub-Limit then in immediately available fundseffect; provided that, (i) the aggregate principal amount of Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s Commitment Percentage of the Total Extensions of Credit, may exceed the Swing Line Loan Sub-Limit then in effect or such Swing Line Lender’s Commitment then in effect and (ii) 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 Commitments would be less than zero. During the Commitment Period, the Borrower may use the Swing Line Loan Sub-Limit by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. (b) Swing Line Loans Shall Be Base Rate Loans. Subject to Section 2.5, each Swing Line Loan shall mature five (5) days after the Borrowing Date therefor.

Swing Line Loans. (a) The Swing Line. (i) Domestic Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.042.09, shall may, in its sole discretion, make loans to the Borrower in Dollars (each such loan, a “Domestic Swing Line Loan”) to BGI from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Domestic Swing Line Sublimit, notwithstanding the fact that such Domestic Swing Line Loans, when aggregated with the Commitment Percentage of the outstanding principal amount of the Working Capital Loans, Foreign Swing Line Loans and the Working Capital LC Exposure Letter of Credit Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Domestic Swing Line Loan, (i) the sum of (A) the outstanding principal total amount of all Working Capital Loans plus the Maximum Drawing Amount and Swing Line Loans and (B) the Working Capital LC Exposure any Unpaid Reimbursement Obligations outstanding shall not exceed the Working Capital Sublimit Total Commitments, and (ii) the sum aggregate outstanding amount of the Loans of any Lender (A) other than the Swing Line Lender), plus such Lender’s Commitment Percentage of the outstanding principal amount of all Working Capital Loans and Letter of Credit Obligations, plus such Lender’s Commitment Percentage of the outstanding amount of all Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total such Lender’s Commitment; , and provided, further, that the Borrower Borrowers shall not use the proceeds of any Domestic Swing Line Loan to refinance any outstanding Swing Line Loan. (ii) Foreign Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.09, may, in its sole discretion, make loans in Dollars, Euro, Sterling, and Swiss Franc (each such loan, a “Foreign Swing Line Loan” and collectively with the Domestic Swing Line Loans, “Swing Line Loans”) to ▇▇▇▇▇▇ Germany, ▇▇▇▇▇▇ Luxembourg and/or ▇▇▇▇▇▇ Switzerland from time to time on any Business Day in an aggregate amount not to exceed at any time outstanding the amount of the Foreign Swing Line Sublimit, notwithstanding the fact that such Foreign Swing Line Loans, when aggregated with the Commitment Percentage of the outstanding amount of Loans, Domestic Swing Line Loans and Letter of Credit Obligations of the Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Foreign Swing Line Loan, (i) the total amount of Loans plus the Maximum Drawing Amount and any Unpaid Reimbursement Obligations outstanding shall not exceed the Total Commitments, and (ii) the aggregate outstanding amount of the Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Commitment Percentage of the outstanding amount of all Letter of Credit Obligations, plus such Lender’s Commitment Percentage of the outstanding amount of all Swing Line Loans shall not exceed such ▇▇▇▇▇▇’s Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Foreign Swing Line Loan to refinance any outstanding Swing Line Loan. (iii) Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.042.09, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 3.03, and reborrow under this Section 2.042.09. Each Domestic Swing Line Loan borrowed by BGI shall be a Base Rate Loan. Each Foreign Swing Line Loan borrowed by ▇▇▇▇▇▇ Germany, ▇▇▇▇▇▇ Luxembourg and/or ▇▇▇▇▇▇ Switzerland shall be an Overnight Rate Loan or an €STR Loan. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such ▇▇▇▇▇▇’s Commitment Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specify: (i) the requested Borrowing Date (which shall be a Business Day); (ii) the amount of such requested Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the date specified in such Borrowing Notice, make the amount of its Swing Line Loan available to the Borrower by depositing the amount into the Operating Account in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Senior Lenders set forth in this Section 2.04, shall may in its sole discretion make loans to the Borrower (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the outstanding principal amount Applicable Percentage of the Working Capital Outstanding Amount of Committed Loans and the Working Capital LC Exposure L/C Obligations of the Senior Lender acting as Swing Line Lender, may exceed the amount of such Senior Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure Total Outstandings shall not exceed the Working Capital Sublimit Aggregate Commitments at such time, and (ii) the sum aggregate Outstanding Amount of (A) the outstanding principal amount Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Working Capital Loans and Swing Line Loans that are participated to such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not exceed such Lender’s Commitment, and (Biii) without duplication, the LC Exposure Total Outstandings shall not exceed the Total CommitmentBorrowing Base then in effect; provided, further, provided further that (y) the Borrower Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04, repay prepay under Section 4.03 (Repayment of Swing Line Loans) 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be bear interest only at a rate based on the Base Rate LoanRate. Immediately upon the making of a Swing Line Loan, each Senior 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 its Proportionate Share the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may request be given by (A) telephone or (B) by Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Borrowing Notice. Such notice may be given by delivering the Parent Borrower on behalf of a Borrowing Borrower. Each such Swing Line Loan Notice appropriately completed to must be received by the Swing Line Lender, the Common Security Trustee Lender and the Senior Facility Agent, no Administrative Agent not later than 12:00 noon, New York City time, 1:00 p.m. on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable requested borrowing date, and shall refer to this Agreement and specify: specify (i) the amount to be borrowed, which shall be a minimum of $100,000 (or the remaining amount available under the Swing Line Sublimit if smaller), and (ii) the requested Borrowing Date (borrowing date, which shall be a Business Day); (ii) . Promptly after receipt by the amount Swing Line Lender of such requested any telephonic Swing Line Loan Borrowing; (iii) the purpose for which the proceeds of the Swing Line Loan will be used, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each of the conditions precedent to such Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04Notice, the Swing Line Lender will confirm with the Senior Facility Administrative Agent (by telephone or in writing) that the Senior Facility Administrative Agent has also received a copy of such Borrowing Swing Line Loan Notice from the Borrower and, if not, the Swing Line Lender will provide notify the Senior Facility Administrative Agent with a copy (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Administrative Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, p.m. on the date of the proposed Swing Line Borrowing (iA) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (iiB) that one or more of the applicable conditions precedent to such Swing Line Loan specified in Article IV is not then satisfied or waivedsatisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, p.m. on the borrowing date specified in such Borrowing Swing Line Loan Notice, make the amount of its Swing Line Loan available to such Borrower at its office by crediting the account of the Borrower by depositing on the amount into books of the Operating Account Swing Line Lender in immediately available funds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, in reliance upon its sole discretion on an UNCOMMITTED AND ABSOLUTELY DISCRETIONARY basis, and without any obligation to do so, on the agreements of terms and subject to the other Senior Lenders conditions hereinafter set forth in this Section 2.04forth, shall make loans one or more Swing Line Loans to the Borrower (each such loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Closing Date to but excluding the Termination Date last Business Day prior to the Expiration Date, in an aggregate principal amount not to exceed at any time outstanding the amount of that will not exceed the Swing Line Sublimit; provided, notwithstanding the fact however, that such (i) each Swing Line Loans, when aggregated with Loan shall be deemed to reduce the outstanding principal amount Maximum Lender Pro Rata Share Limit of the Working Capital Loans and the Working Capital LC Exposure of the Senior Lender acting as Swing Line each Lender, may exceed as set forth on Schedule 1.01 hereto, by such Lender's pro rata portion of the amount of such Senior Lender’s CommitmentSwing Line Loan; and (ii) each Swing Line Loan shall mature and be repaid on the related Swing Line Maturity Date; and provided, howeverfurther, that after giving effect to any Swing Line Loan, (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure shall not exceed the Working Capital Sublimit and (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure shall not exceed the Total Commitment; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, repay under Section 4.03 (Repayment of Swing Line Loans) and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Senior Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to its Proportionate Share of the amount of such Swing Line Loan. Swing Line Loans may only be used for Working Capital Purposes. (b) The Borrower may request a Swing Line Loan Borrowing by delivering a Borrowing Notice appropriately completed to the Swing Line Lender, the Common Security Trustee and the Senior Facility Agent, no later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing Date. (c) Each Borrowing Notice delivered pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and specifyrequested: (i) the requested Borrowing Date (which aggregate principal amount of all Swing Line Loans outstanding at any one time shall be a Business Day)not exceed the Swing Line Sublimit; (ii) the amount Aggregate Outstanding Extensions of such requested Credit (taking into account any new Swing Line Loan Borrowing;Loans), shall not exceed the lesser of (1) the Maximum Availability Amount then in effect or (2) the Collateral Pool; and (iii) the purpose for which Combined Facilities Aggregate Outstanding Extensions of Credit (taking into account any new Swing Line Loans), shall not exceed the proceeds least of (1) Combined Facilities Maximum Amount then in effect, (2) the Collateral Pool, or (3) $700,000,000. (b) THE BORROWER ACKNOWLEDGES AND AGREES THAT NO SWING LINE LENDER HAS ANY DUTY TO FUND ANY SWING LINE LOAN REQUESTED BY THE BORROWER BUT THAT THE SWING LINE LENDER WILL EVALUATE EACH LOAN REQUEST AND IN ITS ABSOLUTE AND SOLE DISCRETION WILL DECIDE WHETHER TO FUND SUCH LOAN REQUEST. (c) In no event may Swing Line Loans be borrowed hereunder if (i) the Administrative Agent shall have received notice from the Required Lenders specifying that a Default or Event of Default shall have occurred and be continuing, and (ii) such Default or Event of Default shall not have been subsequently cured or waived. All Swing Line Loans shall bear interest at the Alternative Base Rate plus the Applicable Margin plus 0.50% per annum, and may not be converted to Loans of a different Type. Swing Line Loans shall be made by the Swing Line Loan will be usedLenders pro rata in accordance with the relative amounts of their Maximum Lender Pro Rata Share Limits which, which shall be only Gas Working Capital Purposes or General Working Capital Purposes; and (iv) that each after giving effect to the foregoing provisions of this Section 3.13, are available for the conditions precedent to such making of Swing Line Loan Borrowing has been satisfied or waived. (d) The currency specified in a Borrowing Notice must be Dollars. (e) The aggregate amount of Loans. Within the proposed Swing Line Loan Borrowing must be an amount that is (A) no more than the available Commitment, (B) no more than the available Swing Line Sublimit, (C) no more than the available Working Capital Sublimit, (D) not less than one hundred thousand Dollars ($100,000) foregoing limits and an integral multiple of fifty thousand Dollars ($50,000) and (E) if the available Commitment, the available Swing Line Sublimit or the available Working Capital Sublimit is less than one hundred thousand Dollars ($100,000), equal to the least of the available Commitment, the available Swing Line Sublimit and the available Working Capital Sublimit. (f) Promptly after receipt of any Borrowing Notice under Section 2.04, the Swing Line Lender will confirm with the Senior Facility Agent (by telephone or in writing) that the Senior Facility Agent has received a copy of such Borrowing Notice from the Borrower and, if not, the Swing Line Lender will provide the Senior Facility Agent with a copy thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Senior Facility Agent (including at the request of any Senior Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swing Line Borrowing (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (ii) that one or more of the applicable conditions precedent to such Swing Line Loan is not then satisfied or waived, then, subject to the terms and conditions hereofset forth herein, the Borrower may borrow, repay, prepay and reborrow Swing Line Loans under this Section 3.13. (d) To request a Swing Line Loan, the Borrower shall notify the Administrative Agent and the Swing Line Lender willof such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swing Line Loan; provided, however, that the Administrative Agent and the Swing Line Lender may, in their sole and absolute discretion, consider requests for Swing Line Loans received after 3:00 p.m., New York City time, on the day of a proposed Swing Line Loan. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent and the Swing Line Lender of a written Borrowing Request in the form of Exhibit B hereof. If no date specified of issuance for such Swing Line Loan is specified, then the date of issuance of such Swing Line Loan shall be assumed to be the date of the Borrowing Request. If no maturity date for such Swing Line Loan is specified, then the maturity date for such Swing Line Loan shall be assumed to be the third (3rd) Business Day following the date of the Borrowing Request. (e) If, for any reason a Swing Line Loan is not repaid on the applicable Swing Line Maturity Date, the Administrative Agent may, on or after the immediately following Business Day, effect repayment of the unpaid amount of such Swing Line Loan as follows: (i) Without any request therefor from the Borrower or the consent of any Lender, the Administrative Agent may make a Revolving Loan to the Borrower on behalf of the Lenders, the proceeds of which shall be applied to repay all or a portion of the unpaid amount of such Swing Line Loan. Upon making such Revolving Loan, the Administrative Agent will send notice thereof to the Borrower and the Lenders, whereupon each Lender (including the Swing Line Lender to the extent that it is also a Lender) shall immediately and automatically be deemed to have purchased and received from the Swing Line Lender, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Revolving Loan and the obligations of the Borrower under this Agreement in respect thereof, in an amount equal to its Pro Rata Share of such Revolving Loan, and shall fund its respective Pro Rata Share of such Revolving Loan without offset, deduction or counterclaim. (ii) Notwithstanding any other provisions of this Agreement to the contrary, to the extent that all or any portion of such Revolving Loan may not be (A) legally made by the Administrative Agent to the Borrower for any reason (including the bankruptcy or insolvency of the Borrower), or (B) made by the Administrative Agent because any of the conditions precedent to the making of a Revolving Loan pursuant to Section 6.02 of this Agreement could not be fulfilled as of the date such Revolving Loan would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Swing Line Loans in an amount equal to such Lender's pro rata share of such Swing Line Loan. Unless the Administrative Agent shall have received a Notice of Declining Lender from one or more Lenders one (1) Business Day prior to the Administrative Agent's receipt of any Borrowing NoticeRequest (in which event the provisions of Section 3.11 of this Agreement hereof shall be applicable), make each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lender, to such extent as will reduce the amount of the participating interest retained by the Swing Line Lender in its Swing Line Loans. (iii) Each Lender purchasing a participating interest in Swing Line Loans under Section 3.13(e)(ii) of this Agreement shall have the same rights as a Lender under this Agreement. In the event any Lender fails to make available to a Swing Line Lender the amount of any such Lender's participation as provided in this Section 3.13(e), the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Swing Line Lender for correction of errors among banks for one (1) Business Day and thereafter. (f) Each Lender's obligation to purchase participating interests pursuant to Section 3.13(e) of this Agreement hereof shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by the Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (g) Unless and until each Swing Line Loan available is repaid to the Swing Line Lender, each such Swing Line Loan shall constitute a Loan from the Swing Line Lender to the Borrower which is payable on the applicable Swing Line Maturity Date or on demand, whichever is earlier, which bears interest at the Alternative Base Rate plus the Applicable Margin plus 0.50% per annum and which shall otherwise be entitled to all of the benefits of, and the security provided for in, the Loan Documents. (h) Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then the Swing Line Lender may, in its sole discretion, require such Defaulting Lender or, in the event such Defaulting Lender fails to do so, require the Borrower to deposit Cash Collateral with the Administrative Agent in an aggregate amount equal to such Defaulting Lender participations in any requested or outstanding Swing Line Loans, a first priority security interest in which Cash Collateral is hereby granted in favor of the Administrative Agent, for the sole benefit of the Swing Line Lender. In the event that such Defaulting Lender fails to deposit Cash Collateral as required hereby and the Borrower is required to do so, the Borrower may, at any time thereafter, upon five (5) Business Days prior written notice to such Defaulting Lender, require that such Defaulting Lender terminate its obligations hereunder and under the other Loan Documents and transfer all of its Lender's Aggregate Accommodations to one or more of the existing Lenders(upon their consent to accept such accommodations) or to one or more new Lenders acceptable to the Borrower and the Administrative Agent if such transferee Lenders can be found. (i) Each of the conditions precedent set forth in Section 6.02 of this Agreement shall be fully applicable to any Swing Line Loans except to the extent expressly stated to the contrary in this Section 3.13 of this Agreement. (j) Notwithstanding anything to the contrary in this Agreement or in the other Loan Documents, (i) the Swing Line Loans shall rank pari passu with all other senior debt of the Borrower and shall be secured by depositing the amount into Collateral, and (ii) unless and until each Swing Line Loan is funded by payment from the Operating Account Lenders to the Administrative Agent, any and all payments by the Borrower in immediately available fundsrespect of any Swing Line Loan shall be made to the Administrative Agent solely for the benefit of the Swing Line Lender. (k) Upon the occurrence of a Sharing Event under the Swap Lender Intercreditor Agreement and thereafter, repayments hereunder shall be allocated according to Section 2.01 of the Swap Lender Intercreditor Agreement.