Common use of Swing Loans Clause in Contracts

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make a Swing Loan or Swing Loans to each Borrower from time to time, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan after it has received written notice from the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth BofA may elect in this Agreement, its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan or Swing Loans Loan") to each a Borrower solely for BofA's own account from time to timetime on or after the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if however, that after giving effect thereto (A) to any Swing Loan, the aggregate principal amount of Swing all outstanding Loans outstanding does shall not exceed the Swing Line Commitment, and least of (Bi) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving CommitmentCommitment of BofA; (vii) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters combined Commitments of Credit pursuant to Section 2.13(c) hereofall the Banks; and (viiii) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Borrowing Base. BofA may make Swing Loan. Notwithstanding anything Loans (subject to the contrary contained conditions precedent set forth in this Section 2.04(a4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Line Lender Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it has received written shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the Parent Borroweraction taken by BofA, any the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other Credit Party than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the Required Revolving Lenders stating that a Default first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default exists or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is continuing until not in fact paid to BofA by any Bank, BofA shall be entitled to recover such time as the Swing Line Lender shall have received written notice (A) of rescission of all amount on demand from such notices Bank, together with accrued interest thereon from the party or parties originally delivering such notice or noticesdue date therefor (if made prior to 2:00 p.m., (BEastern time) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12.on any

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) Subject to the terms and conditions set forth in this Agreement, to make a Swing Loan or Lender agrees to lend to the Borrower (the “Swing Loans to each Loans”), and the Borrower may borrow (and repay and reborrow) from time to timetime between the Closing Date and the date which is five (5) Business Days prior to the Maturity Date upon notice by the Borrower to the Swing Loan Lender given in accordance with this §2.2, which such sums in Dollars as are requested by the Borrower for the purposes set forth in §2.10 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loans: Loan Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be payable on the Swing Loan Maturity Date applicable to each such Swing Loancontinuing; (ii) no Lender shall be made a Defaulting Lender (provided Swing Loan Lender may, in U.S. Dollars and shall its sole discretion, be Base Rate Loansentitled to waive this condition); (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate outstanding principal amount of Swing Loans outstanding does the Revolving Credit Exposure shall not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not at any time exceed the Total Revolving Commitment; (v) Commitments and the Total Exposure shall not be made ifexceed the Facility Cap, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (viiv) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any each Swing Loan after it shall be in a minimum amount of $1,000,000.00. Swing Loans shall constitute “Loans” for all purposes hereunder. The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Xxxxxxxx xxx xxxxx xx §00 and §11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in §10 and §11 have been satisfied unless Swing Loan Lender has received written notice from a Lender that such conditions have not been satisfied. Each Swing Loan shall be due and payable within five (5) Business Days of the Parent Borrower, any other Credit Party date such Swing Loan was provided and Borrower hereby agrees (to the extent not repaid as contemplated by §2.2(d) below) to repay each Swing Loan on or before the Required Revolving Lenders stating date that a Default or an Event of Default exists and is continuing until such time as the Swing Line Lender shall have received written notice five (A5) of rescission of all such notices Business Days from the party or parties originally delivering date such notice or notices, (B) Swing Loan was provided; repayment of any Swing Loan may not be made by the cure advance of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12a new Swing Loan.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth BofA may elect in this Agreement, its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan or Swing Loans Loan") to each a Borrower solely for BofA's own account from time to timetime on or after the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if however, that after giving effect thereto (A) to any Swing Loan, the aggregate principal amount of Swing all outstanding Loans outstanding does shall not exceed the Swing Line Commitment, and least of (Ba) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving CommitmentCommitment of BofA; (vb) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters combined Commitments of Credit pursuant to Section 2.13(c) hereofall the Banks; and (vic) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Borrowing Base. BofA may make Swing Loan. Notwithstanding anything Loans (subject to the contrary contained conditions precedent set forth in this Section 2.04(a4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Line Lender Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it has received written shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the Parent Borroweraction taken by BofA, any the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other Credit Party than BofA) shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the Required Revolving Lenders stating that a Default first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default exists or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is continuing until not in fact paid to BofA by any Bank, BofA shall be entitled to recover such time as the Swing Line Lender shall have received written notice (A) of rescission of all amount on demand from such notices Bank, together with accrued interest thereon from the party or parties originally delivering due date therefor (if made prior to 2:00 p.m., Eastern time) on any Business Day until the date such notice or noticesamount is paid to BofA by such Bank, (B) at the Federal Funds Rate. The failure of the cure any Bank to pay such amount to BofA shall not relieve any other Bank of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12its obligation to BofA hereunder.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) On the terms and subject to the conditions set forth contained in this Agreement, the Swing Loan Lender shall make, in Dollars, loans (each, a “Swing Loan”) otherwise available to the Borrower under the Revolving Credit Commitments from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit; provided further that in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan or Swing Loans after having given prior notice thereof to each Borrower from time to time, which Swing Loans: (i) shall be payable on the Administrative Agent; provided further that the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Lender shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender, unless after it has received written notice from giving effect to the Parent Borrowerrequested Swing Loans, any other Credit Party or there would exist no Fronting Exposure (in the Required Revolving Lenders stating that a Default or an Event good faith determination of Default exists and is continuing until such time as the Swing Line Lender Loan Lender). Each Swing Loan shall have received written notice be an ABR Loan and must be repaid in full in Dollars within seven (A7) of rescission of all such notices from days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the party or parties originally delivering such notice or notices, Revolving Credit Termination Date (B) without giving effect to any extensions of the cure type referred to in Section 2.18 hereof unless the Swing Loan Lender has consented to such extension). Within the limits set forth in the first sentence of such Default or Event this clause (a), amounts of Default or Swing Loans repaid may be reborrowed under this clause (C) of the waiver of such Default or Event of Default in accordance with Section 10.12a).

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) On the terms and subject to the conditions set forth contained in this Agreement, the Swing Loan Lender shall make, in Dollars, loans (each, a “Swing Loan”) otherwise available to the Borrower under the Facility from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit; provided further that in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan or Swing Loans after having given prior notice thereof to each Borrower from time to time, which Swing Loans: (i) shall be payable on the Administrative Agent; provided further that the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Lender shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender, unless after it has received written notice from giving effect to the Parent Borrowerrequested Swing Loans, any other Credit Party or there would exist no Fronting Exposure (in the Required Revolving Lenders stating that a Default or an Event good faith determination of Default exists and is continuing until such time as the Swing Line Lender Loan Lender). Each Swing Loan shall have received written notice be a Base Rate Loan and must be repaid in full in Dollars within seven (A7) of rescission of all such notices from days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the party or parties originally delivering such notice or notices, Revolving Credit Termination Date (B) without giving effect to any extensions of the cure type referred to in the proviso to Section 12.1(b) hereof). Within the limits set forth in the first sentence of such Default or Event this clause (a), amounts of Default or Swing Loans repaid may be reborrowed under this clause (C) of the waiver of such Default or Event of Default in accordance with Section 10.12a).

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (i) Subject to the terms and conditions set forth in ----------- this Agreement, the Swing Loan Lenders shall make loans (the "Swing Loans") to make the Company in Dollars or to any of the Non-Domestic Borrowing Subsidiaries in French Francs or such other currencies that the Swing Loan Lenders have agreed in writing to provide such Borrowing Subsidiary, from time to time prior to the Termination Date, up to an aggregate principal amount at any one time outstanding which shall not exceed the least of (i) $10,000,000 for all Swing Loans by all Swing Loan Lenders, (ii) the amount by which the Maximum Revolving Credit Amount at such time exceeds the Revolving Credit Obligations at such time and (iii) as to each Swing Loan Lender, the amount set forth opposite the name of such Lender under the heading "Maximum Swing Loan Obligation" on Schedule I. All Swing Loans shall be subject to all the terms and conditions applicable to Revolving Loans, except that (x) each Swing Loan shall be in a minimum amount of $500,000 or the Approximate Equivalent Amount of an Agreed Currency and integral multiples of $100,000 or the Approximate Equivalent Amount of an Agreed Currency in excess of that amount and (y) all interest on the Swing Loans made by a Swing Loan or Swing Loans to each Borrower from time to time, which Swing Loans: (i) Lender shall be payable on to the Agent for the account of such Swing Loan Maturity Date applicable to each such Lender. The Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender Loan Lenders shall not make any Swing Loan in the period commencing on the first Business Day after it has received receipt of written notice from any Lender (I) that one or more of the Parent Borrowerapplicable conditions precedent contained in Article IV will not on such date be satisfied until such Lender confirms that ---------- such condition precedent has been met, any other Credit Party or the Required Revolving Lenders stating (II) that a Default or an Event of Unmatured Default exists has occurred, and is continuing until such time as the Swing Line Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of ending when such Default or Event of Unmatured Default no longer exists and the Swing Loan Lenders shall not otherwise be required to determine that, or take notice whether, (x) the applicable conditions precedent set forth in Article IV hereof have been satisfied or (y) a Default or (C) Unmatured ---------- Default has occurred and is continuing. In no event shall the number of Swing Loans made in Dollars outstanding at any time be greater than three. In no event shall the waiver number of such Default or Event of Default Swing Loans made in accordance with Section 10.12an Agreed Currency outstanding at any time be greater than three.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) On the terms and subject to the conditions set forth contained in this Agreement, the Swing Loan Lender shall make, in Dollars, loans (each, a “Swing Loan”) otherwise available to the Borrower under the Facility from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit; provided further that in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan or Swing Loans after having given prior notice thereof to each Borrower from time to time, which Swing Loans: (i) shall be payable on the Administrative Agent; provided further that the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Lender shall not be made ifrequired to make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender unless, after giving effect theretoto the requested Swing Loan, there would exist no Fronting Exposure (in the Borrowers would good faith determination of the Swing Loan Lender and the Administrative Agent). Each Swing Loan shall be required a Base Rate Loan and must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date (without giving effect to prepay Loans or Cash Collateralize Letters any extensions of Credit pursuant the type referred to in the proviso to Section 2.13(c12.1(b) hereof; and ). Within the limits set forth in the first sentence of this clause (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(aa), the amounts of Swing Line Lender shall not make any Swing Loan after it has received written notice from the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Lender shall have received written notice Loans repaid may be reborrowed under this clause (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12a).

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) On the terms and subject to the conditions set forth contained in this Agreement, the Swing Loan Lender shall make, in Dollars, loans (each, a “Swing Loan”) otherwise available to the Borrower under the Facility (other than the FILO Facility) from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that (i) at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit, (ii) in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan or Swing Loans after having given prior notice thereof to each Borrower from time to time, the Administrative Agent (which Swing Loans: (i) shall be payable on notice the Swing Loan Maturity Date Lender shall give as soon as reasonably practicable and, in any event, on or before the date on which the applicable Swing Loan is required to each such Swing Loan; (ii) shall be made in U.S. Dollars made), and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Loan Lender shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender (other than such Swing Loan Lender and FILO Lenders) is a Defaulting Lender, unless after it has received written notice from giving effect to the Parent requested Swing Loans, there would exist no Fronting Exposure (in the good faith determination of the Swing Loan Lender). Each Swing Loan shall be, at the option of the Borrower, any other Credit Party (i) a Base Rate Loan, or the Required Revolving Lenders stating that (ii) a Default or an Event of Default exists and is continuing until such time as Loan bearing interest at a rate per annum offered by the Swing Line Loan Lender (it being understood that the Swing Loan Lender shall have received written notice no obligation to offer a Loan pursuant to this clause (Aii)), and, in each case, must be repaid in full in Dollars within seven (7) of rescission of all such notices from days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the party or parties originally delivering such notice or notices, Revolving Credit Termination Date (B) without giving effect to any extensions of the cure type referred to in Section 12.1(b) hereof). Within the limits set forth in the first sentence of such Default or Event this clause (a), amounts of Default or Swing Loans repaid may be reborrowed under this clause (C) of the waiver of such Default or Event of Default in accordance with Section 10.12a).

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) On the terms and subject to the conditions set forth contained in this Agreement, the Swing Loan Lender shall make, in Dollars, loans (each, a “Swing Loan”) otherwise available to the Borrower under the Facility from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that (i) at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit, (ii) in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan or Swing Loans after having given prior notice thereof to each Borrower from time to time, the Administrative Agent (which Swing Loans: (i) shall be payable on notice the Swing Loan Maturity Date Lender shall give as soon as reasonably practicable and, in any event, on or before the date on which the applicable Swing Loan is required to each such Swing Loan; (ii) shall be made in U.S. Dollars made), and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Loan Lender shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender (other than such Swing Loan Lender) is a Defaulting Lender, unless after it has received written notice from giving effect to the Parent requested Swing Loans, there would exist no Fronting Exposure (in the good faith determination of the Swing Loan Lender). Each Swing Loan shall be, at the option of the Borrower, any other Credit Party (i) a Base Rate Loan, or the Required Revolving Lenders stating that (ii) a Default or an Event of Default exists and is continuing until such time as Loan bearing interest at a rate per annum offered by the Swing Line Loan Lender (it being understood that the Swing Loan Lender shall have received written notice no obligation to offer a Loan pursuant to this clause (Aii)), and, in each case, must be repaid in full in Dollars within seven (7) of rescission of all such notices from days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the party or parties originally delivering such notice or notices, Revolving Credit Termination Date (B) without giving effect to any extensions of the cure type referred to in Section 12.1(b) hereof). Within the limits set forth in the first sentence of such Default or Event this clause (a), amounts of Default or Swing Loans repaid may be reborrowed under this clause (C) of the waiver of such Default or Event of Default in accordance with Section 10.12a).

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on On the terms and subject to the conditions set forth contained in this Agreement, the Swingline Lender shall make loans in Dollars (each a “Swing Loan”) available to make a Swing the Parent on behalf the Borrowers under the Term B Loan or Swing Loans to each Borrower Commitment from time to time, which Swing Loans: time on any Business Day during the period from the date hereof until the earlier of (i) shall be payable on the Swing Loan Maturity third anniversary of the Initial Closing Date applicable to each such Swing Loan; and (ii) shall be made the Termination Date in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the an aggregate principal amount of Swing Loans at any time outstanding does not to exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Swingline Commitment; (v) shall not be made ifprovided, after giving effect theretohowever, that the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Swingline Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate amount of outstanding Term B Loans would exceed the Term B Loan Commitment and (y) in the period commencing on the first Business Day after it has received written receives notice from the Administrative Agent or a majority of the Swingline Lenders that one or more of the conditions precedent contained in Section 12.4 are not satisfied and ending when such conditions are satisfied or duly waived by the Administrative Agent or a majority of the Swingline Lenders. In connection with the making of any Swing Loan, the Swingline Lender may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 12.4 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid in full on the earliest of (i) the Termination Date and (ii) 60 days from the date of such Swing Loan. Within the limits set forth in the first sentence of this Section 2.1.3, amounts of Swing Loans repaid may be reborrowed under this Section 2.1.3. In order to request a Swing Loan, the Parent Borroweron behalf of the Borrowers shall give to the Administrative Agent a notice to be received not later than 11:00 A.M. on the day of the proposed borrowing, which may be made in a writing substantially in the form of Exhibit F duly completed (a “Swingline Request”) or by telephone if confirmed promptly but, in any other Credit Party event, prior to such borrowing, with such a Swingline Request. The Administrative Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan. Upon receipt of such notice and subject to the terms of this Agreement, the Swingline Lender shall make a Swing Loan available to the Borrower by making the proceeds thereof available to the Administrative Agent and, in turn, the Administrative Agent shall make such proceeds available to the Parent on behalf of the Borrowers on the date set forth in the relevant Swingline Request. The Administrative Agent shall act as the sole Swingline Lender, unless it elects in its sole and absolute discretion to require, upon oral or written notice, that the Required Revolving Lenders stating holding the Term B Loan Commitment fund the Swing Loan in an amount equal to each Lender’s Pro Rata Share. The Swingline Lender may at any time forward a demand to the Administrative Agent (which the Administrative Agent shall, upon receipt, forward to each Lender) that each Lender pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Share of all or a Default or an portion of the outstanding Swing Loans. Each Lender shall pay such Pro Rata Share to the Administrative Agent for the account of the Swingline Lender within one Business Day of receipt of such request. Upon the occurrence of any Event of Default exists and is continuing until such time as the Swing Line Default, each Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in each Swing Loan in an amount equal to such Lender’s Pro Rata Share of such Swing Loan. Upon receipt by the Swingline Lender of any payment from any Lender pursuant to the foregoing with respect to any portion of any Swing Loan, the Swingline Lender shall promptly pay over to such Lender all payments of principal (to the extent received written notice after such payment by such Lender) and interest (to the extent accrued with respect to periods after such payment) received by the Swingline Lender with respect to such portion. Each Lender’s obligations pursuant hereto shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of rescission of all any setoff, claim, abatement, recoupment, defense or other right that such notices from Lender, any Affiliate thereof or any other Person may have against the party Swing Loan Lender or parties originally delivering such notice or noticesany other Person, (B) the failure of any condition precedent set forth in Section 12.4 to be satisfied or the failure of the cure Borrower to deliver any notice set forth in Section 2.2.2 (each of such Default or Event of Default or which requirements the Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of the waiver of such Default or Event of Default in accordance with Section 10.12any Borrower.

Swing Loans. During In the case of a request for a Revolving Facility Availability PeriodLoan, and so long as the aggregate amount of Swing Line Loans made since the last Settlement Date, minus the amount of payments applied to Swing Loans since the last Settlement Date, plus the amount of the requested Revolving Loan does not exceed Five Million Dollars ($5,000,000), Swing Lender agrees, may make such Revolving Loan in the amount of such Borrowing (any such Revolving Loan made solely by Swing Lender pursuant to this Section 2.15 being referred to as a “Swing Loan” and such Revolving Loans being referred to collectively as “Swing Loans”) available to Borrower on the date such Borrowing is to be made by transferring immediately available funds into Borrower’s Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions set forth in this Agreement(including Article 4) applicable to other Revolving Loans, to make a except that all payments on any Swing Loan or Swing Loans to each Borrower from time to time, which Swing Loans: (i) shall be payable on the to Swing Loan Maturity Date applicable Lender solely for its own account prior to each such Settlement. Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make and shall not be obligated to make any Swing Loan after it if Swing Lender has received written notice from actual knowledge, including any notification by another Lender, that one or more of the Parent Borrower, any other Credit Party or applicable conditions precedent set forth in Article 4 will not be satisfied on the Required Revolving Lenders stating that a Default or an Event of Default exists and date such Borrowing is continuing until such time as the to be made. Swing Line Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Article 4 have received written notice (A) of rescission of all been satisfied on the date such notices Borrowing is to be made prior to making any Swing Loan. The Swing Loans shall be secured by Administrative Agent’s Lien, constitute Obligations hereunder, and bear interest at the rate applicable from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12time to time to Revolving Loans that are Base Lending Rate Portions.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on Subject to the terms and conditions set forth in of this Agreement, upon request of Borrower, the Swing Loan Lender agrees to make a Swing Loan one or Swing Loans more loans ("SWING LOANS") to each Borrower from time to timetime from and including the Closing Date to but excluding the R/C Termination Date, which Swing Loans: (i) shall be payable on in an amount not to exceed the Swing Loan Maturity Date applicable Commitment as then in effect. Prior to each such the R/C Termination Date, Borrower may borrow, repay and reborrow Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed Loans up to the Swing Loan Commitment in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount terms of this Agreement. The Swing Loan Lender shall not make any Swing Loans outstanding does not exceed on or after the R/C Termination Date. No Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Loan shall not be made if, after giving full effect theretoto the requested Swing Loan, the Borrowers aggregate outstanding amount of Revolving Loans, PLUS the aggregate outstanding amount of Swing Loans, PLUS the aggregate outstanding L/C Liabilities would be required to prepay exceed the aggregate amount of the Revolving Commitments as in effect at such time. All Swing Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding and maintained only as ABR Loans. The Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Loan Lender shall not make any Swing Loan after it has received receiving a written notice from the Parent Borrower, any other Credit Party Borrower or the Required Majority Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Loan Lender shall have received written notice of (Ai) of rescission of all such notices from the party or parties originally delivering such notice or noticesnotice, (Bii) of the cure of such Default or Event of Default or (C) of the waiver of such Default by the Majority Lenders, or (iii) Administrative Agent's good faith determination that such Default has ceased to exist. Swing Loans shall be made in minimum amounts of $1.0 million and integral multiples of $100,000 above such amount. Upon the occurrence of a Default, each Revolving Lender shall be deemed to have purchased (and each Revolving Lender hereby irrevocably agrees to purchase) an irrevocable participation in all outstanding Swing Loans, together with all accrued interest thereon equal to such Lender's R/C Percentage thereof, without any further action by or on behalf of the Swing Loan Lender, any other Lender, Borrower or any other Person. Upon one Business Day's notice from the Swing Loan Lender, each other Revolving Lender shall deliver to the Swing Loan Lender an amount equal to its respective participation in such Swing Loan (as determined pursuant to the immediately preceding sentence) in immediately available funds. In order to evidence such participation, each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Loan Lender in form and substance satisfactory to the Swing Loan Lender and the Revolving Lender. If any Revolving Lender fails to make available to the Swing Loan Lender the amount of such Revolving Lender's participation as provided in this paragraph, the Swing Loan Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon at the Federal Funds Rate until such amount is paid in full in immediately available funds. In the event the Swing Loan Lender receives a payment from any Obligor of any amount in which the Revolving Lenders have purchased participations as provided in this paragraph, the Swing Loan Lender shall promptly distribute to each Revolving Lender its PRO RATA share of such payment. Notwithstanding anything herein to the contrary, each Revolving Lender's obligation to purchase a participation in each unpaid Swing Loan shall be absolute and unconditional and shall not be affected by any circumstances, including, (1) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may now or hereafter have against the Swing Loan Lender, Borrower or any other Person for any reason whatsoever, (2) the occurrence or continuation of a Default or an Event of Default Default, (3) the occurrence of any Material Adverse Change, (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, except that no Revolving Lender need participate in accordance with any Swing Loan made by the Swing Loan Lender in violation of the penultimate sentence of the first paragraph of Section 10.122.01(g).

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) Subject to the terms and conditions set forth in this Agreement, to make a Swing Loan or Lender agrees to lend to the Borrower (the "Swing Loans to each Loans"), and the Borrower may borrow (and repay and reborrow) from time to timetime between the Closing Date and the date which is five (5) Business Days prior to the Maturity Date upon notice by the Borrower to the Swing Loan Lender given in accordance with this §2.2, which such sums in Dollars as are requested by the Borrower for the purposes set forth in §2.10 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loans: Loan Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be payable on the Swing Loan Maturity Date applicable to each such Swing Loancontinuing; (ii) no Lender shall be made a Defaulting Lender (provided Swing Loan Lender may, in U.S. Dollars and shall its sole discretion, be Base Rate Loansentitled to waive this condition); (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto outstanding principal amount of the Revolving Credit Exposure shall not at any time exceed the lesser of (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and Total Commitments or (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made ifBorrowing Base Availability, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (viiv) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any each Swing Loan after it shall be in a minimum amount of $1,000,000.00. Swing Loans shall constitute "Loans" for all purposes hereunder. The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Xxxxxxxx xxx xxxxx xx §00 and §11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in §10 and §11 have been satisfied unless Swing Loan Lender has received written notice from a Lender that such conditions have not been satisfied. Each Swing Loan shall be due and payable within five (5) Business Days of the Parent Borrower, any other Credit Party date such Swing Loan was provided and Borrower hereby agrees (to the extent not repaid as contemplated by §2.2(d) below) to repay each Swing Loan on or before the Required Revolving Lenders stating date that a Default or an Event of Default exists and is continuing until such time as the Swing Line Lender shall have received written notice five (A5) of rescission of all such notices Business Days from the party or parties originally delivering date such notice or notices, (B) Swing Loan was provided; repayment of any Swing Loan may not be made by the cure advance of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12a new Swing Loan.

Swing Loans. During In addition to the Revolving Facility Availability Periodforegoing, JPMorgan Chase shall from time to time upon the request of the Borrower, and provided that all of the applicable conditions precedent specified in Sections 4.1 and 4.2 have been satisfied, make loans (“Swing Loans”) to the Borrower in an aggregate principal amount not to exceed at any one time outstanding $5,000,000. The Borrower shall execute and deliver to JPMorgan Chase the Swing Loan Note to evidence the Swing Loans. Swing Loans shall be in amounts that are integral multiples of $1,000,000 and shall, unless otherwise expressly stated in this Agreement, constitute “Loans” for all purposes hereunder, except they shall not be considered a utilization of the Commitment of JPMorgan Chase or any other Lender for purposes of calculating commitment fees hereunder. Notwithstanding the foregoing sentence, the aggregate amount of all Loans (including all Swing Line Lender agreesLoans) and L/C Exposures shall not at any time exceed the aggregate of the Commitments. To request a Swing Loan, the Borrower shall notify the Administrative Agent and JPMorgan Chase of such request by telephone no later than 11:00 a.m., New York City time, on the date of the proposed Swing Loan, and shall confirm promptly by hand delivery or telecopy to the Administrative Agent and JPMorgan Chase a written Borrowing Request signed by the Borrower. Each request for a Swing Loan shall state the amount of the Swing Loan requested, the date on which such Swing Loan is to be made, which shall be a Business Day, and the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6. Subject to the terms and conditions set forth in of this Agreement, all Swing Loans shall be made as ABR Loans and may be borrowed, prepaid and reborrowed; provided that any and all such Swing Loans then outstanding shall be due and payable in full on the Maturity Date. At any time, upon the request of JPMorgan Chase or the Borrower, each Lender other than JPMorgan Chase shall, on the third Business Day after such request is made, purchase a participating interest in any one or more Swing Loans made in accordance with the first sentence of this subsection (b) in an amount equal to make its Applicable Percentage of such Swing Loans. Each Lender will immediately transfer to JPMorgan Chase, in immediately available funds, the amount of its participation. Whenever, at any time after JPMorgan Chase has received from any Lender such Lender’s participating interest in a Swing Loan or Swing Loans Loan, JPMorgan Chase receives any payment on account thereof, JPMorgan Chase will distribute to each Borrower from such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by JPMorgan Chase is required to timebe returned, which Swing Loans: such Lender will return to JPMorgan Chase any portion thereof previously distributed by JPMorgan Chase to it. Each Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, (i) shall be payable on the Swing Loan Maturity Date applicable to each any set-off, counterclaim, recoupment, defense or other rights which such Swing LoanLender or any other Person may have against JPMorgan Chase or any other Person for any reason whatsoever; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid the occurrence or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount existence of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan after it has received written notice from the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as or the Swing Line Lender shall have received written notice termination of the Commitments; (Aiii) of rescission of all such notices from any adverse change in the party condition (financial or parties originally delivering such notice or notices, (Botherwise) of the cure Borrower or any other Person; (iv) any breach of such Default this Agreement by the Borrower or Event of Default any other Person; or (Cv) any other circumstance, happening or event whatsoever, whether or not similar to any of the waiver foregoing. Each Swing Loan, once so participated, shall cease to be a Swing Loan for purposes of such Default or Event of Default in accordance with Section 10.12this Agreement but shall remain a Loan.

Swing Loans. During In addition to the Revolving Facility Availability Periodforegoing, the Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make a Swing Loan or Swing Loans to each Borrower Wachovia shall from time to time, which upon the request of the Borrower, if the applicable conditions precedent in Article III have been satisfied, make Swing Loans to the Borrower in an aggregate principal amount at any time outstanding not exceeding $15,000,000; provided that, immediately after such Swing Loan is made, the condition set forth in clause (ii) of Section 2.01(a) shall have been satisfied. Each Swing Loan Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $500,000 or any larger multiple of $100,000. Within the foregoing limits, the Borrower may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall not be considered a utilization of the Commitment of Wachovia or any other Bank hereunder. All Swing Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Bank other than Wachovia shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans. On such third Domestic Business Day, each Bank will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Bank its participating interest in a Swing Loan, the Agent receives any payment on account thereof, the Agent will distribute to such Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Agent is required to be returned, such Bank will return to the Agent any portion thereof previously distributed by the Agent to it. Each Bank's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) shall be payable on the Swing Loan Maturity Date applicable to each any set-off, counterclaim, recoupment, defense or other right which such Swing LoanBank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid the occurrence or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount continuance of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan after it has received written notice from the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as or the Swing Line Lender shall have received written notice termination of the Commitments; (Aiii) of rescission of all such notices from any adverse change in the party condition (financial or parties originally delivering such notice or notices, (Botherwise) of the cure Borrower or any other Person; (iv) any breach of such Default this Agreement by the Borrower or Event of Default any other Bank; or (Cv) any other circumstance, happening or event whatsoever, whether or not similar to any of the waiver of such Default or Event of Default in accordance with Section 10.12foregoing.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) On the terms and subject to the conditions set forth contained in this Agreement, the Swing Loan Lender shall make, in Dollars, loans (each, a “Swing Loan”) otherwise available to the Borrower under the Revolving Facility from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit; provided further that in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan or Swing Loans after having given prior notice thereof to each Borrower from time to time, which Swing Loans: (i) shall be payable on the Administrative Agent; provided further that the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Lender shall not be made ifrequired to make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender unless, after giving effect theretoto the requested Swing Loan, there would exist no Fronting Exposure (in the Borrowers would good faith determination of the Swing Loan Lender and the Administrative Agent). Each Swing Loan shall be required a Base Rate Loan and must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date (without giving effect to prepay Loans or Cash Collateralize Letters any extensions of Credit pursuant the type referred to in the proviso to Section 2.13(c12.1(b) hereof; and ). Within the limits set forth in the first sentence of this clause (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(aa), the amounts of Swing Line Lender shall not make any Swing Loan after it has received written notice from the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Lender shall have received written notice Loans repaid may be reborrowed under this clause (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12a).

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) On the terms and subject to the conditions set forth contained in this Agreement, the Swing Loan Lender shall make, in Dollars, loans (each, a “Swing Loan”) otherwise available to the Borrower under the Revolving Credit Commitments from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit; provided further that in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan or Swing Loans after having given prior notice thereof to each Borrower from time to time, which Swing Loans: (i) shall be payable on the Administrative Agent; provided further that the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Lender shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender, unless after it has received written notice from giving effect to the Parent Borrowerrequested Swing Loans, any other Credit Party or there would exist no Fronting Exposure (in the Required Revolving Lenders stating that a Default or an Event good faith determination of Default exists and is continuing until such time as the Swing Line Lender Loan Lender). Each Swing Loan shall have received written notice be a Base Rate Loan and must be repaid in full in Dollars within seven (A7) of rescission of all such notices from days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the party or parties originally delivering such notice or notices, Revolving Credit Termination Date (B) without giving effect to any extensions of the cure type referred to in the proviso to Section 12.1(b) hereof). Within the limits set forth in the first sentence of such Default or Event this clause (a), amounts of Default or Swing Loans repaid may be reborrowed under this clause (C) of the waiver of such Default or Event of Default in accordance with Section 10.12a).

Swing Loans. During In addition to the Revolving Facility Availability Periodforegoing, the Swing Line Lender agreesat any time during which there are 3 or more Banks parties hereto, on the terms and conditions set forth in this Agreement, to make a Swing Loan or Swing Loans to each Borrower Wachovia shall from time to time, which upon the request of either Borrower, if the applicable conditions precedent in Article IV have been satisfied, make Swing Loans to such Borrower in an aggregate principal amount at any time outstanding not exceeding $1,000,000; provided that, immediately after such Swing Loan is made, the Aggregate Principal Amount Outstanding shall not exceed the lesser of the Borrowing Base and the Aggregate Commitments. Each Swing Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of $100,000 or any larger multiple of $25,000. Within the foregoing limits, the Borrowers may borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time before the Termination Date. Swing Loans shall be included in the calculation of "Aggregate Principal Amount Outstanding" hereunder, but shall not be considered a utilization of the Commitment of Wachovia or any other Bank hereunder. All Swing Loans shall be made as Base Rate Loans. At any time, upon the request of Wachovia, each Bank other than Wachovia shall, on the third Domestic Business Day after such request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Commitment) of such Swing Loans. On such third Domestic Business Day, each Bank will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received from any such Bank its participating interest in a Swing Loan, the Agent receives any payment on account thereof, the Agent will distribute to such Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Agent is required to be returned, such Bank will return to the Agent any portion thereof previously distributed by the Agent to it. Each Bank's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation: (i) shall be payable on the Swing Loan Maturity Date applicable to each any set-off, counterclaim, recoupment, defense or other right which such Swing LoanBank or any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid the occurrence or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount continuance of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan after it has received written notice from the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as or the Swing Line Lender shall have received written notice termination of the Commitments; (Aiii) any adverse change in the condition (financial or otherwise) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) either of the cure Borrowers or any other Person; (iv) any breach of such Default this Agreement by either of the Borrowers or Event of Default any other Bank; or (Cv) any other circumstance, happening or event whatsoever, whether or not similar to any of the waiver of such Default or Event of Default in accordance with Section 10.12foregoing.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on Subject to the terms and conditions set forth in of this ----------- Agreement, upon request of Borrower, the Swing Loan Lender agrees to make a one or more loans ("Swing Loan or Swing Loans Loans") to each Borrower from time to timetime from and including the ----------- Closing Date to but excluding the R/C Termination Date, which Swing Loans: (i) shall be payable on in an amount not to exceed the Swing Loan Maturity Date applicable Commitment as then in effect. Prior to each such the R/C Termination Date, Borrower may borrow, repay and reborrow Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed Loans up to the Swing Loan Commitment in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount terms of this Agreement. The Swing Loan Lender shall not make any Swing Loans outstanding does not exceed on or after the R/C Termination Date. No Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Loan shall not be made if, after giving full effect theretoto the requested Swing Loan, the Borrowers aggregate outstanding amount of Revolving Loans, plus the aggregate outstanding amount of Swing Loans, plus the aggregate outstanding L/C Liabilities would be required to prepay exceed the Borrowing Base as in effect at such time. All Swing Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not will be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding and maintained only as ABR Loans. The Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Loan Lender shall not make any Swing Loan after it has received receiving a written notice from the Parent Borrower, any other Credit Party Borrower or the Required Majority Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Loan Lender shall have received written notice of (Ai) of rescission of all such notices from the party or parties originally delivering such notice or noticesnotice, (Bii) of the cure of such Default or Event of Default or (C) of the waiver of such Default by the Majority Lenders, or (iii) Administrative Agent's good faith determination that such Default has ceased to exist. Swing Loans shall be made (i) in minimum amounts of $500,000 and integral multiples of $100,000 above such amount, (ii) in the aggregate unused amount of the Swing Loan Commitment or (iii) in the amount of any Reimbursement Obligation to be paid with the proceeds of such Swing Loan. Upon the occurrence of an Event of Default, each Revolving Lender shall be deemed to have purchased (and each Revolving Lender hereby irrevocably agrees to purchase) an irrevocable participation in all outstanding Swing Loans, together with all accrued interest thereon equal to such Lender's R/C Percentage thereof, without any further action by or on behalf of the Swing Loan Lender, any other Lender, Borrower or any other Person. Upon one Business Day's notice from the Swing Loan Lender, each other Revolving Lender shall deliver to the Swing Loan Lender an amount equal to its respective participation in such Swing Loan (as determined pursuant to the immediately preceding sentence) in immediately available funds. In order to evidence such participation, each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Loan Lender in form and substance satisfactory to the Swing Loan Lender and the Revolving Lender. If any Revolving Lender fails to make available to the Swing Loan Lender the amount of such Revolving Lender's participation as provided in this paragraph, the Swing Loan Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon at the Federal Funds Rate until such amount is paid in full in immediately available funds. In the event the Swing Loan Lender receives a payment from any Obligor of any amount in which the Revolving Lenders have purchased participations as provided in this paragraph, the Swing Loan Lender shall promptly distribute to each Revolving Lender its pro rata share of --- ---- such payment. Notwithstanding anything herein to the contrary, each Revolving Lender's obligation to purchase a participation in each unpaid Swing Loan shall be absolute and unconditional and shall not be affected by any circumstances, including (1) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may now or hereafter have against the Swing Loan Lender, Borrower or any other Person for any reason whatsoever, (2) the occurrence or continuation of a Default or an Event of Default, (3) the occurrence of any Material Adverse Change or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, except that no Revolving Lender need participate in accordance with any Swing Loan made by the Swing Loan Lender in violation of the penultimate sentence of the first paragraph of this Section 10.122.01(d).

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on Subject to the terms and conditions set forth in of this Agreement, upon request of Borrower, the Swing Loan Lender agrees to make a one or more loans ("Swing Loan or Swing Loans Loans") to each Borrower from time to timetime from and including the Closing Date to but excluding the R/C Termination Date, which Swing Loans: (i) shall be payable on in an amount not to exceed the Swing Loan Maturity Date applicable Commitment as then in effect. Prior to each such the R/C Termination Date, Borrower may borrow, repay and reborrow Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed Loans up to the Swing Loan Commitment in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount terms of this Agreement. The Swing Loan Lender shall not make any Swing Loans outstanding does not exceed on or after the R/C Termination Date. No Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Loan shall not be made if, after giving full effect theretoto the requested Swing Loan, the Borrowers aggregate outstanding amount of Revolving Loans, plus the aggregate outstanding amount of Swing Loans, plus the aggregate outstanding L/C Liabilities would be required to prepay exceed the Borrowing Base as in effect at such time. All Swing Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not will be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding and maintained only as ABR Loans. The Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Loan Lender shall not make any Swing Loan after it has received receiving a written notice from the Parent Borrower, any other Credit Party Borrower or the Required Majority Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Loan Lender shall have received written notice of (Ai) of rescission of all such notices from the party or parties originally delivering each such notice or noticesnotice, (Bii) of the cure of such Default or Event of Default or (C) of the waiver of such Default by the Majority Lenders, or (iii) Administrative Agent's good faith determination that such Default has ceased to exist. Swing Loans shall be made (i) in minimum amounts of $500,000 and integral multiples of $100,000 above such amount, (ii) in the aggregate unused amount of the Swing Loan Commitment or (iii) in the amount of any Reimbursement Obligation to be paid with the proceeds of such Swing Loan. Upon the occurrence of an Event of Default, each Revolving Lender shall be deemed to have purchased (and each Revolving Lender hereby irrevocably agrees to purchase) an irrevocable participation in all outstanding Swing Loans, together with all accrued interest thereon equal to such Lender's R/C Percentage thereof, without any further action by or on behalf of the Swing Loan Lender, any other Lender, Borrower or any other Person. Upon one Business Day's notice from the Swing Loan Lender, each other Revolving Lender shall deliver to the Swing Loan Lender an amount equal to its respective participation in such Swing Loan (as determined pursuant to the immediately preceding sentence) in immediately available funds. In order to evidence such participation, each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Loan Lender in form and substance satisfactory to the Swing Loan Lender and such Revolving Lender. If any Revolving Lender fails to make available to the Swing Loan Lender the amount of such Revolving Lender's participation as provided in this paragraph, the Swing Loan Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon at the Federal Funds Rate until such amount is paid in full in immediately available funds. In the event the Swing Loan Lender receives a payment from any Obligor of any amount in which the Revolving Lenders have purchased participations as provided in this paragraph, the Swing Loan Lender shall hold such amount in trust for such Revolving Lenders and shall promptly distribute to each Revolving Lender its pro rata share of such payment. Notwithstanding anything herein to the contrary, each Revolving Lender's obligation to purchase a participation in each unpaid Swing Loan shall be absolute and unconditional and shall not be affected by any circumstances, including (1) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may now or hereafter have against the Swing Loan Lender, Borrower or any other Person for any reason whatsoever, (2) the occurrence or continuation of a Default or an Event of Default, (3) the occurrence of any Material Adverse Change or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, except that no Revolving Lender need participate in accordance with any Swing Loan made by the Swing Loan Lender in violation of the penultimate sentence of the first paragraph of this Section 10.122.01(d).

Swing Loans. During (A) In addition to the Revolving Facility Availability Periodforegoing, the Swing Line Loan Lender agreesmay in its sole discretion from time to time after the Closing Date but before the Maturity Date, on upon the terms request of the Borrower, if the applicable conditions precedent in Article V have been satisfied and if there is no Defaulting Lender (unless the Swing Loan Lender has entered into arrangements (which may include the delivery of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swing Loan Lender to eliminate the Swing Loan Lender’s Fronting Exposure (after giving effect to Section 4.11(a)(iii)) with respect to any such Defaulting Lender), make Swing Loans to the Borrower in an aggregate principal amount at any time outstanding not exceeding $20,000,000; provided that, immediately after such Swing Loan is made, the conditions set forth in this AgreementSection 2.1(b) shall have been satisfied. Except for calculation of the Commitment Fee as set forth in the definition thereof, to make a Swing Loan or Swing Loans to each Borrower from time to time, which Swing Loans: (i) shall not be payable on considered a utilization of the Revolving Credit Commitment of the Swing Loan Maturity Date applicable to each such Lender or any other Lender hereunder. All Swing Loan; (ii) Loans shall be made in U.S. Dollars and shall be as Base Rate Loans or as LIBOR Index Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto provided, however, that (A) the aggregate entire principal amount balance of the Swing Loans outstanding does not exceed the Swing Line Commitment, and shall at all times bear interest as either a LIBOR Index Loan or a Base Rate Loan; (B) while any Swing Loan is outstanding all subsequent Swing Loans must bear interest at the Aggregate Revolving Facility Exposure would not exceed same rate as the Total Revolving CommitmentSwing Loans then outstanding; (vC) the Borrower may not convert any outstanding Swing Loans from Base Rate Loans to LIBOR Index Loans, or vice versa; (D) no Swing Loan shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(cconstitute a LIBOR Index Loan for more than ten (10) hereofsucceeding Business Days; and (viE) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan after it has received written remains outstanding for more than ten (10) Business Days as a LIBOR Index Loan, then the entire principal balance of the Swing Loans shall, automatically and without notice from the Parent Borrower, to Borrower or any other Credit Party or the Required Revolving Lenders stating that Person, convert to a Default or an Event of Default exists and is continuing until such time Base Rate Loan and, thereafter, bear interest as the Swing Line Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12a Base Rate Loan.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make a Swing Loan or Swing Loans to each Borrower from time to time, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize cash collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan after it has received written notice from the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12by the Required Lenders.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on Subject to all of the terms and conditions hereof, Xxxxxx Trust and Savings Bank ("XXXXXX") agrees to make loans ("SWING LOANS") in U.S. Dollars to the Borrower under the swing line facility set forth in this Agreement, Section 1.6 (the "SWING LINE") which shall not in the aggregate at any time outstanding exceed the lesser of (i) the Swing Line Commitment or (ii) the difference between (a) the lesser of (1) the Available Revolving Credit Commitments in effect at such time or (2) the Borrowing Base as then determined and computed and (b) the sum of Revolving Loans and L/C Obligations outstanding at the time of computation. The Swing Line Commitment shall be available to make a Swing Loan or Swing Loans to each the Borrower and may be availed of by the Borrower from time to time, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars time and shall be Base Rate Loans; (iii) borrowings thereunder may be repaid or prepaid and reborrowed used again during the period ending on the Termination Date; PROVIDED that each Swing Loan must be repaid on the last day of the Interest Period applicable thereto. All Swing Loans shall be evidenced by a single promissory note of the Borrower issued to Xxxxxx in accordance with the provisions hereof; form of Exhibit D hereto (iv) may only be made if after giving effect thereto (A) the aggregate "SWING LINE NOTE"). Without regard to the face principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect theretoNote, the Borrowers would be required to prepay Loans or Cash Collateralize Letters actual principal amount at any time outstanding and owing by the Borrower on account of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender Note during the period ending on the Termination Date shall not make any Swing Loan after it has received written notice from be the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Lender shall have received written notice (A) of rescission sum of all Swing Loans then or theretofore made thereon less all payments actually received thereon during such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12period.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth BofA may elect in this Agreement, its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan or Swing Loans Loan") to each a Borrower solely for BofA's own account from time to timetime on or after the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if however, that after giving effect thereto (A) to any Swing Loan, the aggregate principal amount of Swing all outstanding Loans outstanding does shall not exceed the Swing Line Commitment, and least of (Bi) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving CommitmentCommitment of BofA; (vii) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters combined Commitments of Credit pursuant to Section 2.13(c) hereofall the Banks; and (viiii) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Borrowing Base. BofA may make Swing Loan. Notwithstanding anything Loans (subject to the contrary contained conditions precedent set forth in this Section 2.04(a4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Line Lender Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it has received written shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the Parent Borroweraction taken by BofA, any the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other Credit Party than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the Required Revolving Lenders stating that a Default first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default exists or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is continuing until not in fact paid to BofA by any Bank, BofA shall be entitled to recover such time as the Swing Line Lender shall have received written notice (A) of rescission of all amount on demand from such notices Bank, together with accrued interest thereon from the party or parties originally delivering due date therefor (if made prior to 2:00 p.m., Eastern time) on any Business Day until the date such notice or noticesamount is paid to BofA by such Bank, (B) at the Federal Funds Rate. The failure of the cure any Bank to pay such amount to BofA shall not relieve any other Bank of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12its obligation to BofA hereunder.