Common use of Swing Line Commitment Clause in Contracts

Swing Line Commitment. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), agrees to make Swing Line Loans to the Borrowers from time to time on any Business Day during the Revolving Availability Period, in Dollars in an aggregate principal amount at any time outstanding that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan).

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers Borrower at any time and from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line CommitmentLoans (1) shall be made as Alternate Base Rate Loans, (ii2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures making of any Class of Commitments exceeding Revolving Credit Loan and shall in any event mature no later than the aggregate Commitments of such Class; provided that Revolving Credit Termination Date. Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance, in whole or in part, an outstanding 3:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. Within the foregoing limits and subject The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the terms and conditions set forth hereinAdministrative Agent for the account of Borrower in same day funds, the Borrowers may borrow, repay and reborrow proceeds of such Swing Line Loans. Immediately upon the making The proceeds of a each Swing Line Loan, each Lender shall Loan will be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from made available by the Swing Line Lender a risk participation to Borrower in such immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loan Loans may be used solely for the purposes referred to in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers Borrower at any time and from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line CommitmentLoans (1) shall be made as Alternate Base Rate Loans, (ii2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures making of any Class of Commitments exceeding Revolving Credit Loan and shall in any event mature no later than the aggregate Commitments of such Class; provided that Revolving Credit Termination Date. Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance, in whole or in part, an outstanding 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. Within the foregoing limits and subject The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the terms and conditions set forth hereinAdministrative Agent for the account of Borrower in same day funds, the Borrowers may borrow, repay and reborrow proceeds of such Swing Line Loans. Immediately upon the making The proceeds of a each Swing Line Loan, each Lender shall Loan will be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from made available by the Swing Line Lender a risk participation to Borrower in such immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower in the applicable borrowing notice. The proceeds of Swing Line Loan Loans may be used solely for the purposes referred to in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Chase agrees to make Swing Line Loans swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $20,000,000, PROVIDED that will not result in (and upon each such Borrowing at no time may the sum of the aggregate outstanding principal amount of the Swing Line LoansLoans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Company under this subsection may be repaid and, through but excluding the Borrower Agent shall Revolving Credit Termination Date, reborrowed. All Swing Line Loans may from time to time be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line CommitmentABR Loans, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments Money Market Rate Loans or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Swing Line Lender a combination thereof, and shall not be required entitled to make a Swing Line Loan to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line be converted into Eurodollar Loans. Immediately upon The Company shall give Chase irrevocable notice (which notice must be received by Chase prior to 12:00 Noon, New York City time) on the making requested Borrowing Date specifying the amount of a each requested Swing Line Loan, each Lender which shall be deemed toin minimum amounts of $500,000 or a whole multiple thereof, and hereby irrevocably and unconditionally agrees to, acquire from in the case of Swing Line Lender Loans which are ABR Loans, or $2,000,000 or a risk participation whole multiple thereof, in the case of Swing Line Loans which are Money Market Rate Loans. In the case of any Swing Line Loans that the Company desires to request as Money Market Rate Loans, the Company may, on any Borrowing Date for Swing Line Loans and prior 12:00 noon, New York City time, request a quote of the Money Market Rate which would be applicable for such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times Loans from Chase, specifying the amount of the proposed Money Market Rate Loans. Upon receipt of such quote, the Company shall promptly (but not later than 12:00 noon, New York City time on such Borrowing Date) notify Chase whether it requests Chase to make Money Market Rate Loans at such Money Market Rate. The proceeds of each Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a will be made available by Chase to the Company by crediting the account of the Company at Chase with such proceeds. The proceeds of Swing Line Loan attributable Loans may be used solely for the purposes referred to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)in subsection 3.2.

Swing Line Commitment. (a) Subject to the terms and conditions set forth herein--------------------- hereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the --------------- "Swing Line Loans") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit ----------------- Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, provided that will not result in (and upon each such Borrowing of no Swing Line Loans, Loan may be made if the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the -------- aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Company under this subsection 2.4 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 p.m., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Company by crediting the account of the Company at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 2.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (“Swing Line Loans Loans”) in Dollars to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each to exceed the lesser of the amount of such Borrowing of Swing Line LoansLender’s Swing Line Commitment and the amount of such Swing Line Lender’s Commitment, the Borrower Agent shall be deemed to represent and warrant to the Lenders provided that such Borrowing will not result in) (i) the aggregate principal amount of all Loans outstanding Swing Line Loans exceeding at any one time shall not exceed the Swing Line Commitmentaggregate amount of the Commitments at such time, (ii) the sum aggregate principal amount of Revolving Credit Loans of such Lender outstanding at any time, when added to such Lender’s Swing Line Exposure (including, as applicable, in its capacity as Swing Line Lender) shall not exceed the aggregate amount of the total Revolving Exposures exceeding the Total Revolving Commitments or Commitment of such Lender at such time and (iii) the total Revolving Exposures aggregate principal amount of all Swing Line Loans outstanding at any Class of Commitments exceeding one time shall not exceed $2,000,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $2,000,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Company may designate one or more of such Class; provided the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment Shortfall; provided that no Lender may be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall not be required to make reduced as follows: (x) upon any reduction of the Commitment of any Lender that is also a Swing Line Loan Lender pursuant to refinanceSection 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to reborrowing, all in accordance with the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow hereof. All Swing Line Loans. Immediately Loans shall bear interest based upon the making of a ABR and shall not be entitled to be converted into loans that bear interest at any other rate. The Company shall either (x) give the relevant Swing Line Loan, each Lender shall (with a copy to the Managing Administrative Agent) irrevocable notice substantially in the form of Exhibit L (which notice must be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from received by the Swing Line Lender prior to 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a risk participation minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof), or (y) if there are eight or fewer Swing Line Lenders, give such notice to the Managing Administrative Agent (which notice must be received by the Managing Administrative Agent prior to 4:00 P.M., New York City time, on the requested Borrowing Date) and the Managing Administrative Agent will provide a copy of such notice to each Swing Line Lender prior to 5:00 P.M, New York City time, on the requested Borrowing Date, and, in the case of this clause (y), each Swing Line Lender shall be obligated to make a Swing Line Loan in an amount equal to its pro rata share, determined on the product basis of the respective unused Swing Line Commitments of the Swing Line Lenders, of the requested amount set forth in such notice. The proceeds of the Swing Line Loan will be made available by each applicable Swing Line Lender to the Company at the office of each applicable Swing Line Lender by 5:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Company at such office with such proceeds. The Company may, at any time and from time to time, prepay the Swing Line Loans of any Swing Line Lender’s Pro Rata Percentage times the amount of , in whole or in part, without premium or penalty, by notifying such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the making amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of such Swing Line Loan)$100,000 or a whole multiple of $50,000 in excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth herein--------------------- hereof, each of the Swing Line LenderLenders agrees that, in reliance upon during the agreements of the other Lenders set forth in this Section 2.1(c)U.S. Revolving Credit Commitment Period, agrees to it will make Swing Line Loans available to the Borrowers from time to time on any Business Day during U.S. Borrower in the Revolving Availability Period, in Dollars in an aggregate principal amount at any time outstanding that will not result in form of swing line loans (and upon each such Borrowing of "Swing Line Loans, ") a portion of the Borrower Agent shall be deemed to represent and warrant credit otherwise ---------------- available to the Lenders U.S. Borrower under the U.S. Revolving Credit Commitments; provided that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding -------- at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding U.S. Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender's U.S. Revolving Credit Commitment then in effect), (ii) all requests for Swing Line Loans by the sum U.S. Borrower shall be made to Comerica Bank as Swing Line Lender until the aggregate principal amount of Swing Line Loans made by Comerica Bank and outstanding at any time shall equal $7,000,000 (or such higher amount (not to exceed $10,000,000) as Comerica Bank and the total Revolving Exposures exceeding Borrower may agree with prior written notice to the Total Revolving Commitments or General Administrative Agent) and (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that U.S. Borrower shall not request, and the Swing Line Lender shall not be required to make a make, any Swing Line Loan unless, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), (A) the Available U.S. Revolving Credit Commitment of each U.S. Credit Lender would be equal to greater than zero, and (B) the Aggregate U.S. Revolving Extensions of Credit would not exceed the Borrowing Base of the U.S. Borrower. During the U.S. Revolving Credit Commitment Period, the U.S. Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be denominated in U.S. Dollars and shall be U.S. Base Rate Loans only.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Classexceed $20,000,000; provided that the Swing Line Lender shall not be required to make a any Swing Line Loan if, after giving effect thereto, the sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to refinancethe Loans requested to be made and the Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the Houston office of the Swing Line Lender set forth in subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $100,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. Subject to the terms and conditions set forth hereinhereof, BankBoston, N.A. (in such capacity, the "Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), ") agrees to make Swing Line Loans a portion of the credit otherwise available to the Borrowers hereunder, from time to time on any Business Day during prior to the Revolving Availability PeriodCredit Termination Date, in Dollars by making swing line loans ("Swing Line Loans") to the Borrowers, jointly and severally, in an aggregate principal amount not to exceed at any one time outstanding that will not result in (and upon each such Borrowing of the Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders Commitment; PROVIDED that such Borrowing will not result in) (ia) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (iib) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Borrowers shall not request, and the Swing Line Lender shall not be required to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), the aggregate amount of the Available Revolving Credit Amount would be less than $0. Prior to the Revolving Credit Termination Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans or Money Market Loans only. The Borrowers may use the proceeds of Revolving Credit Advances from time to time to repay any outstanding Swing Line Loans. The Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Credit Termination Date. On the Closing Date, the Borrowers shall deliver to the Swing Line Lender a Swing Line Note to evidence the Swing Line Loans from time to time made by the Swing Line Lender to the Borrowers hereunder.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinof this Agreement, each Swing Line Lender agrees to make loans to the Swing Line LenderBorrowers on a revolving basis (each such loan, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), agrees to make a "Swing Line Loans to the Borrowers Loan") from time to time on any Business Day during the Revolving Availability Period, in Dollars period from the Original Closing Date to the Termination Date in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of for the Swing Line LoansBorrowers collectively not to exceed the Dollar Equivalent amount of U.S. $50.0 million; provided, the Borrower Agent shall be deemed to represent and warrant to the Lenders however, that such Borrowing will not result in) (i) the aggregate principal amount (or CHF Equivalent with respect to M-T GmbH) of outstanding the sum of Swing Line Loans exceeding the made and outstanding at any one time to any Subsidiary Swing Line CommitmentBorrower, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations of such Subsidiary Swing Line Borrower shall not exceed the Subsidiary Swing Line Borrower Sublimit for such Subsidiary Swing Line Borrower (or with respect to the UK Swing Line Borrowers, the collective sublimit of the UK Swing Line Borrowers) and the aggregate Dollar Equivalent amount of Swing Line Loans made to US Borrower shall not exceed the US Borrower Sublimit, (ii) the sum of the total Dollar Equivalent amount of the aggregate principal amount of all outstanding Swing Line Loans, plus the aggregate principal Dollar Equivalent amount of all other outstanding Revolving Exposures exceeding Facility Loans, plus (without duplication) the Total Effective Amount of all L/C Obligations (including Subsidiary L/C Obligations) shall not at any time exceed the Revolving Facility Commitments or of all Revolving Facility Lenders (which calculation shall not give effect to the Assumed Swing Line Loan Amount) and (iii) Scotiabank need only make Swing Line Loans in U.S. Dollars to US Borrower and in Pounds Sterling to the total Revolving Exposures of any Class of Commitments exceeding UK Swing Line Borrowers; Credit Suisse First Boston need only make Swing Line Loans to M-T GmbH in such currencies as it shall agree with such Subsidiary Swing Line Borrower; Commerzbank AG need only make Swing Line Loans in Deutschemarks to the aggregate Commitments of such ClassGerman Subsidiary; provided that the and each other Swing Line Lender shall not be required to need only make a Swing Line Loan Loans to refinance, in whole or in part, an outstanding the Subsidiary Swing Line Loan. Within Borrower as it shall agree with and in the foregoing limits Applicable Currency as it and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow applicable Subsidiary Swing Line LoansBorrower shall agree. Immediately upon the making of a All Swing Line Loan, each Lender Loans made in U.S. Dollars shall be deemed to, made and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)maintained as ABR Loans.

Swing Line Commitment. Subject to the terms and conditions set forth hereinhereof, --------------------- BankBoston, N.A. (in such capacity, the "Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), ") agrees to make Swing Line Loans available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time on any Business Day during prior to the Revolving Availability PeriodCredit Termination Date by making swing line loans ("Swing Line Loans") to the Borrowers, in Dollars jointly and severally, in an aggregate principal amount not to exceed at any one time outstanding that will not result in (and upon each such Borrowing of the Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders Commitment; provided that such Borrowing will not result in) (ia) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (iib) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Borrowers shall not request, and the Swing Line Lender shall not be required obligated to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), the aggregate amount of the Loans, the Swing Line Loans and the stated amount of all Letters of Credit exceed the lesser of the Borrowing Base in effect at such time and the Commitment Amount. Prior to the Revolving Credit Termination Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only. The Borrowers may use the proceeds of Revolving Credit Advances from time to time to repay any outstanding Swing Line Loans. The Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Credit Termination Date. On the Closing Date, the Borrowers shall deliver to the Swing Line Lender a Swing Line Note to evidence the Swing Line Loans from time to time made by the Swing Line Lender to the Borrowers hereunder.

Swing Line Commitment. Subject to the terms and conditions set forth hereinhereof, Citizens (in such capacity, the “Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), ”) agrees to make Swing Line Loans available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time on any Business Day during prior to the Revolving Availability PeriodLoan Maturity Date by making swing line loans (“Swing Line Loans”) to the Borrowers, in Dollars jointly and severally, in an aggregate principal amount not to exceed at any one time outstanding that will not result in (and upon each such Borrowing of the Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders Commitment; provided that such Borrowing will not result in) (ia) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (iib) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Borrowers shall not request, and the Swing Line Lender shall not be required obligated to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), the aggregate amount of the Loans, L/C Obligations and the Swing Line Loans exceed the Revolving Loan Maximum Amount. Prior to the Revolving Loan Maturity Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall bear interest solely by reference to the LIBOR Advantage Rate. The Borrowers may use the proceeds of Revolving Loans from time to time to repay any outstanding Swing Line Loans. The Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Loan Maturity Date. On the date of this Agreement, the Borrowers shall deliver to the Swing Line Lender a Swing Line Note to evidence the Swing Line Loans from time to time made by the Swing Line Lender to the Borrowers hereunder.

Swing Line Commitment. Subject During the Swing Line Commitment Period, subject to the terms and conditions set forth hereinhereof, the each Swing Line LenderLender severally agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c)from time to time, agrees to make Swing Line Loans in Dollars to the Borrowers from time US Borrower in the aggregate amount up to time on but not exceeding its Swing Line Commitment; provided that, after giving effect to the making of any Business Day during the Revolving Availability PeriodSwing Line Loan, in Dollars in an aggregate principal amount at any time outstanding that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent no event shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the Total Revolving Exposure at such time exceed the Total Revolving Commitments then in effect, (ii) any Revolving Lender’s Revolving Exposure at such time exceed such Revolving Lender’s Revolving Commitment then in effect, (iii) the aggregate principal amount of outstanding Swing Line Loans exceeding made by any Swing Line Lender at such time exceed such Swing Line Lender’s Swing Line Commitment then in effect or (iv) any Swing Line Lender’s Revolving Exposure at such time exceed such Swing Line Lender’s Revolving Commitment then in effect. Each Swing Line Loan shall be made as part of a Borrowing consisting of Swing Line Loans made by the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures Lenders ratably in accordance with their respective Swing Line Commitments. The failure of any Class Swing Line Lender to make any Swing Line Loan required to be made by it shall not relieve any other Swing Line Lender of Commitments exceeding the aggregate Commitments of such Classits obligations hereunder; provided that the Swing Line Commitments of the Swing Line Lenders are several and no Swing Line Lender shall not be required responsible for any other Swing Line Lender’s failure to make a Swing Line Loan to refinance, in whole or in part, an outstanding Loans as required. Each Swing Line LoanLender’s Swing Line Commitment shall expire at the end of the Swing Line Commitment Period and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than such date. Within the foregoing limits and subject to the terms and conditions set forth herein, during the Borrowers Swing Line Commitment Period, the US Borrower may borrow, repay prepay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal Loans pursuant to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)this Section 2.06.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, provided that will not result in (and upon each such Borrowing at no time may the sum of the Swing Line Loans, the Borrower Agent shall be deemed to represent Revolving Credit Loans and warrant Letter of Credit Outstandings exceed the Revolving Credit Commitments less the amount of any working capital facility described in subsection 8.2(i), to the Lenders extent that such Borrowing will it is not result in) (i) supported by a Letter of Credit as described in subsection 8.2(i)(i). During the aggregate principal amount of outstanding Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans exceeding in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required received by the Swing Line Lender prior to make a 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to refinancethe Borrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 3:00 p.m. on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $250,000 or a risk participation whole multiple of $50,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender agrees, so long as the Administra- tive Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a "Swing Line Loan"; collectively, the "Swing Line Loans") to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an ag- gregate principal amount at any one time outstanding not to exceed $10,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggre- gate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid and, through but ex- cluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. (New York City time) on such requested Borrowing Date, make available to Borrower in same day funds, the proceeds of such Swing Line Loans by cred- iting the account of Borrower at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) If not repaid by Borrower prior to such time, including without limitation, from the proceeds of a Revolving Credit Loan, the Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) re- quest each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in reliance upon the agreements an amount equal to such Lender's Revolving Credit Commitment Percentage of the other Lenders set forth in this Section 2.1(c), agrees to make amount of the Swing Line Loans to (the Borrowers from time to time on any Business Day during the Revolving Availability Period, in Dollars in an aggregate principal amount at any time outstanding that will not result in (and upon each such Borrowing of "Refunded Swing Line Loans, ") outstanding on the Borrower Agent shall be deemed to represent and warrant to the Lenders that date such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, (ii) the sum notice is given. Unless any of the total events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Credit Loan available to the Swing Line Lender shall not be required to make a for the account of the Swing Line Loan to refinance, in whole or in part, an outstanding Lender at the office of the Swing Line LoanLender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available on the Business Day next succeeding the date such no- txxx is given. Within The proceeds of such Revolving Credit Loans shall be imme- diately applied to repay the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Refunded Swing Line Loans. Immediately upon (c) If, prior to the making of a Swing Line LoanRevolving Credit Loan pursu- ant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Re- volving Credit Lender shall be deemed towill, and hereby irrevocably and unconditionally agrees toon the date such Loan was to have been made, acquire from purchase an undivided participating interest in the Swing Line Lender a risk participation in such Refunded Swing Line Loan in an amount equal to the product its Revolving Credit Commitment Percentage of such Lender’s Pro Rata Percentage times Refunded Swing Line Loan. Each such Lender will immediately transfer to the Swing Line Lender in immediately available funds, the amount of such its participation and upon receipt thereof the Swing Line Loan (it being understood that no Lender shall acquire a risk participation in will deliver to such Lender a Swing Line Loan attributable to any Commitment which expired or was terminated prior to Participation Certificate dated the date of the making receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has re- ceived from any Revolving Credit Lender such Lender's participating inter- est in a Refunded Swing Line Loan), the Swing Line Lender receives any pay- ment on account thereof, the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment re- ceived by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously dis- tributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Bor- rower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condi- tion (financial or otherwise) of Borrower; (iv) any breach of this Agree- ment by Borrower or any other Lender; or (v) any other circumstance, hap- pening or event whatsoever, whether or not similar to any of the foregoing. 3.5.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans ("Swing Line Loans Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $100,000,000, provided that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time. During the Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans exceeding in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Commitment, (ii) Loans shall bear interest based upon the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of ABR and shall not be entitled to be converted into loans that bear interest at any Class of Commitments exceeding the aggregate Commitments of such Class; provided that other rate. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required received by the Swing Line Lender prior to make a 11:00 A.M., New York City time, on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to refinancethe Borrower at the office of the Swing Line Lender by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may, at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 11:00 A.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $50,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. Subject to the terms and conditions set forth hereinhereof, BankBoston, N.A. (in such capacity, the "Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), ") agrees to make Swing Line Loans a portion of the credit otherwise available to the Borrowers hereunder, from time to time on any Business Day during prior to the Revolving Availability PeriodCredit Termination Date, in Dollars by making swing line loans ("Swing Line Loans") to the Borrowers, jointly and severally, in an aggregate principal amount not to exceed at any one time outstanding that will not result in (and upon each such Borrowing of the Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders Commitment; provided that such Borrowing will not result in) (ia) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (iib) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Borrowers shall not request, and the Swing Line Lender shall not be required to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), the aggregate amount of the Available Revolving Credit Amount would be less than $0. Prior to the Revolving Credit Termination Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans or Money Market Loans only. The Borrowers may use the proceeds of Revolving Credit Advances from time to time to repay any outstanding Swing Line Loans. The Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Credit Termination Date. On the Closing Date, the Borrowers shall deliver to the Swing Line Lender a Swing Line Note to evidence the Swing Line Loans from time to time made by the Swing Line Lender to the Borrowers hereunder.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received (and forwarded to the Swing Line Lender if different than the Administrative Agent) notice that a Default or Event of Default has occurred and is continuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, in reliance upon the agreements that all Defaults and/or Events of the other Lenders set forth in this Section 2.1(cDefault have been cured or waived), agrees to make Swing Line Loans swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, PROVIDED that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance1:00 p.m., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Company by crediting the account of the Company at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (1) U.S. Swing Line. Subject to the terms and conditions set forth hereinhereof, the U.S. Swing Line Lender, Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), its individual capacity agrees to make swing line loans in Dollars ("U.S. Swing Line Loans Loans") to the Borrowers Company on any Business Day from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of Swing Line Loansthat, the Borrower Agent shall be deemed to represent and warrant when added to the Lenders that such Borrowing will not result in) (i) Dollar Equivalent of the aggregate principal amount of European Swing Line Loans then outstanding, do not exceed $40,000,000; provided, however, that in no event may the amount of any Borrowing of U.S. Swing Line Loans (A) exceed the Total Available Multicurrency Revolving Commitment immediately prior to such Borrowing (after giving effect to the use of proceeds thereof) or (B) cause the outstanding Multicurrency Revolving Loans of any Lender, when added to such Lender's Multicurrency Revolver Pro Rata Share of the then outstanding Swing Line Loans exceeding and Multicurrency Revolver Pro Rata Share of the aggregate LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Multicurrency Revolving Loans or Swing Line Loans) to exceed such Lender's Multicurrency Revolving Commitment. Amounts borrowed by Company under this Section 2.1(c)(i)(1) may be repaid and, (ii) to but excluding the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Multicurrency Revolver Termination Date, reborrowed. The U.S. Swing Line Lender Loans shall be made in Dollars and maintained as Base Rate Loans and, notwithstanding Section 2.6, shall not be required entitled to make a Swing Line Loan to refinance, in whole or in part, an outstanding Swing Line be converted into any other Type of Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan).

Swing Line Commitment. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c)Agreement and so long as no Default or Event of Default has occurred and is continuing (provided, agrees however, that U.S. Bank shall have no liability to make Swing Line Loans to the Borrowers from time to time on any Business Day during the Revolving Availability Period, in Dollars in an aggregate principal amount at any time outstanding that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Swing Line other Lender shall not be required to make for making a Swing Line Loan to refinancethe Company after the occurrence or during the continuance of any Default or Event of Default unless U.S. Bank has previously received notice in writing from the Company or any other Lender of, in whole or in parthas actual knowledge of, an outstanding the occurrence of such Default or Event of Default), during the Revolving Credit Period, U.S. Bank agrees to make such loans to the Company (individually, a "Swing Line Loan" and collectively, the "Swing Line Loans") as the Company may from time to time request pursuant to Section 2.04. Each Swing Line Loan requested by way of a Notice of Swing Line Borrowing shall be for an aggregate principal amount of at least $100,000.00 or any larger multiple of $25,000.00. The aggregate principal amount of Swing Line Loans which U.S. Bank shall be required or permitted to have outstanding under this Agreement as of any date shall not exceed the amount of the Swing Line Commitment; provided, however, that in no event shall the Total Revolving Credit Outstandings as of any date exceed the sum of (i) the lesser of (A) total Revolving Credit Commitments of all of the Lenders as of such date or (B) the Borrowing Base as of such date.Within the foregoing limits limits, the Company may borrow under this Section 2.01A, prepay under Section 2.11 and subject reborrow at any time during the Revolving Credit Period under this Section 2.01A. All Swing Line Loans not paid prior to the terms last day of the Revolving Credit Period, together with all accrued and conditions set forth hereinunpaid interest thereon and all fees and other amounts owing by the Company to U.S. Bank with respect thereto, shall be due and payable on the Borrowers may borrow, repay and reborrow Swing Line Loanslast day of the Revolving Credit Period. Immediately upon the making of a Swing Line Loan, each Lender (other than U.S. Bank) shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire purchase from the Swing Line Lender U.S. Bank a risk participation in such Swing Line Loan in an amount equal to the product of such Lender's Pro Rata Share (based on such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date Share of the making Revolving Credit Commitments) of such Swing Line Loan).

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Classexceed $5,000,000; provided that the Swing Line Lender shall not be required to make a any Swing Line Loan if, after giving effect thereto, the sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to refinancethe Loans requested to be made and the Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the Houston office of the Swing Line Lender set forth in subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $100,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line LenderLender agrees that, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), agrees to make Swing Line Loans to the Borrowers from time to time on any Business Day during the Revolving Availability Credit Commitment Period, it will make available to the Borrower in Dollars in an aggregate principal amount at any time outstanding that will not result in the form of swing line loans (and upon each such Borrowing of “Swing Line Loans, ”) a portion of the credit otherwise available to the Borrower Agent shall be deemed to represent and warrant to under the Lenders Revolving Credit Commitments; provided that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect), (ii) the sum maturity date of any Swing Line Loan shall be no less than one and no more than thirty days following the total Borrowing Date thereof (but in any event not later than the Revolving Exposures exceeding the Total Revolving Commitments or Credit Termination Date) and (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Borrower shall not request, and no Swing Line Lender shall not be required to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans may from time to time be (A) Base Rate Loans, (B) Eurodollar Loans, (C) Money Market Rate Loans or (D) a combination thereof, as determined by the Borrower and notified to the Administrative Agent and the applicable Swing Line Lender in accordance herewith; provided that the Borrower shall not have the right to convert Swing Line Loans of one Type into Swing Line Loans of any other Type (it being understood that the foregoing shall not prevent the Borrower from repaying any Swing Line Loan from proceeds of Revolving Credit Loans of any Type).

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Bank agrees to make Swing Line Loans swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, Credit Commitment Period in Dollars in an aggregate principal amount at any time outstanding that will not result in (and upon each such Borrowing of when added together with all other Swing Line Loans) at any one time outstanding not to exceed $30,000,000, PROVIDED that at no time may the Borrower Agent shall Aggregate Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Company under this subsection may be deemed repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans may from time to represent and warrant to the Lenders that such Borrowing will not result in) time be (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line CommitmentABR Loans, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments Money Market Rate Loans or (iii) a combination thereof, as determined by the total Revolving Exposures of any Class of Commitments exceeding Company and notified to the aggregate Commitments of such Class; provided that Administrative Agent and the applicable Swing Line Lender Bank in accordance herewith, and shall not be required entitled to make be converted into Eurodollar Loans. The Company may, on any Borrowing Date for Swing Line Loans and prior to the time that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a), request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from a Swing Line Loan to refinanceBank, in whole or in partspecifying the amount of the proposed Money Market Rate Loans and the maturity date thereof (which shall be no less than one and no more than 30 days following such Borrowing Date). Upon receipt of such quote, the Company shall promptly (but not later than the time that an outstanding irrevocable notice requesting such Swing Line Loan. Within Loans must be made pursuant to this subsection 2.10(a)) notify the foregoing limits Administrative Agent and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow applicable Swing Line LoansBank whether it requests such Swing Line Bank to make Money Market Rate Loans at such Money Market Rate. Immediately upon The Company shall give the making Administrative Agent and the applicable Swing Line Bank irrevocable notice (which notice must be received by the Administrative Agent and the applicable Swing Line Bank prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in minimum amount of (i) in the case of Swing Line Lender Loans which are ABR Loans, $500,000 or a risk participation whole multiple thereof and (ii) in such the case of Swing Line Loans which are Money Market Rate Loans, $2,000,000 or a whole multiple of $1,000,000 in excess thereof. The proceeds of each Swing Line Loan in an amount equal will be made available by the applicable Swing Line Bank to the product Company by crediting the specified account of the Company with such Lender’s Pro Rata Percentage times proceeds in the amount of such manner from time to time agreed by the Company and the applicable Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Bank. The proceeds of Swing Line Loan attributable Loans may be used solely for the purposes referred to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)in subsection 2.2.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $12,500,000, provided that will not result in (and upon each such Borrowing at no time may the sum of the Swing Line Loans, the Borrower Agent shall be deemed to represent Revolving Credit Loans and warrant to Letter of Credit Outstandings exceed the Lenders that such Borrowing will not result in) lesser of (i) the aggregate principal Revolving Credit Commitments less the amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, any commitment in respect of any working capital facility described in subsection 8.2(i)(iii) and (ii) the sum of Borrowing Base then in effect. During the total Revolving Exposures exceeding Credit Commitment Period, the Total Revolving Commitments Borrower may use the 54 49 Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or (iii) in part, and reborrowing, all in accordance with the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that terms and conditions hereof. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required received by the Swing Line Lender prior to make a 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in an aggregate minimum amount of $150,000 or a whole multiple of $25,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to refinancethe Borrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 12:00 Noon on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $150,000 or a risk participation whole multiple of $25,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinof this Agreement, each Swing Line Lender agrees to make loans to the Swing Line LenderBorrowers on a revolving basis (each such loan, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), agrees to make a "Swing Line Loans to the Borrowers Loan") from time to time on any Business Day during the Revolving Availability Period, in Dollars period from the Closing Date to the Termination Date in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of for the Swing Line LoansBorrowers collectively not to exceed the Dollar Equivalent amount of U.S. $25.0 million; provided, the Borrower Agent shall be deemed to represent and warrant to the Lenders however, that such Borrowing will not result in) (i) the aggregate principal amount (or CHF Equivalent with respect to M-T AG) of outstanding Swing Line Loans exceeding the made and outstanding at any one time to any Subsidiary Swing Line CommitmentBorrower shall not exceed the Subsidiary Swing Line Borrower Sublimit for such Subsidiary Swing Line Borrower (or with respect to the German Subsidiaries, the collective sublimit of the German Subsidiaries) and the aggregate Dollar Equivalent amount of Swing Line Loans made to US Borrower shall not exceed the US Borrower Sublimit, (ii) the sum of the total Dollar Equivalent amount of the aggregate principal amount of all outstanding Swing Line Loans, plus the aggregate principal Dollar Equivalent amount of all other outstanding Revolving Exposures exceeding Facility Loans, plus (without duplication) the Total Effective Amount of all L/C Obligations shall not at any time exceed the Revolving Facility Commitments or of all Revolving Facility Lenders and (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of Scotiabank need only make Swing Line Loans in U.S. Dollars to US Borrower and in Pounds Sterling to M-T Leicester; Credit Suisse need only make Swing Line Loans to M-T AG in such Classcurrencies as it shall agree with such Subsidiary Swing Line Borrower; provided that the and each other Swing Line Lender shall not be required to need only make a Swing Line Loan Loans to refinance, in whole or in part, an outstanding the Subsidiary Swing Line Loan. Within Borrower as it shall agree with and in the foregoing limits Applicable Currency as it and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow applicable Subsidiary Swing Line LoansBorrower shall agree. Immediately upon the making of a All Swing Line Loan, each Lender Loans made in U.S. Dollars shall be deemed to, made and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)maintained as ABR Loans.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Bank agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, Credit Commitment Period in Dollars in an aggregate principal amount at any time outstanding that will not result in (and upon each such Borrowing of when added together with all other Swing Line Loans) at any one time outstanding not to exceed $30,000,000, provided that at no time may the Borrower Agent shall Aggregate Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Company under this subsection may be deemed repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans may from time to represent and warrant to the Lenders that such Borrowing will not result in) time be (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line CommitmentABR Loans, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments Money Market Rate Loans or (iii) a combination thereof, as determined by the total Revolving Exposures of any Class of Commitments exceeding Company and notified to the aggregate Commitments of such Class; provided that Administrative Agent and the applicable Swing Line Lender Bank in accordance herewith, and shall not be required entitled to make be converted into Eurodollar Loans. The Company may, on any Borrowing Date for Swing Line Loans and prior to the time that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a), request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from a Swing Line Loan to refinanceBank, in whole or in partspecifying the amount of the proposed Money Market Rate Loans and the maturity date thereof (which shall be no less than one and no more than 30 days following such Borrowing Date). Upon receipt of such quote, the Company shall promptly (but not later than the time that an outstanding irrevocable notice requesting such Swing Line Loan. Within Loans must be made pursuant to this subsection 2.10(a)) notify the foregoing limits Administrative Agent and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow applicable Swing Line LoansBank whether it requests such Swing Line Bank to make Money Market Rate Loans at such Money Market Rate. Immediately upon The Company shall give the making Administrative Agent and the applicable Swing Line Bank irrevocable notice (which notice must be received by the Administrative Agent and the applicable Swing Line Bank prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in minimum amount of (i) in the case of Swing Line Lender Loans which are ABR Loans, $500,000 or a risk participation whole multiple thereof and (ii) in such the case of Swing Line Loans which are Money Market Rate Loans, $1,000,000 or a whole multiple of $1,000,000 in excess thereof. The proceeds of each Swing Line Loan in an amount equal will be made available by the applicable Swing Line Bank to the product Company by crediting the specified account of the Company with such Lender’s Pro Rata Percentage times proceeds in the amount of such manner from time to time agreed by the Company and the applicable Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Bank. The proceeds of Swing Line Loan attributable Loans may be used solely for the purposes referred to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)in subsection 2.2.

Swing Line Commitment. Subject to the terms and conditions set forth hereinhereof, Citizens (in such capacity, the “Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), ”) agrees to make Swing Line Loans available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time on any Business Day during prior to the Revolving Availability PeriodLoan Maturity Date by making swing line loans (“Swing Line Loans”) to the Borrowers, in Dollars jointly and severally, in an aggregate principal amount not to exceed at any one time outstanding that will not result in (and upon each such Borrowing of the Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders Commitment; provided that such Borrowing will not result in) (ia) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (iib) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Borrowers shall not request, and the Swing Line Lender shall not be required obligated to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), the aggregate amount of the Loans and the Swing Line Loans exceed the Revolving Loan Maximum Amount. Prior to the Revolving Loan Maturity Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall bear interest solely by reference to the Euroloan Advantage Rate. The Borrowers may use the proceeds of Revolving Loans from time to time to repay any outstanding Swing Line Loans. The Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Loan Maturity Date. On the date of this Agreement, the Borrowers shall deliver to the Swing Line Lender a Swing Line Note to evidence the Swing Line Loans from time to time made by the Swing Line Lender to the Borrowers hereunder.

Swing Line Commitment. (a) Subject to the terms and conditions set forth herein--------------------- hereof, the Swing Line Lender, in reliance upon the agreements Lenders agree to make a portion of the other Lenders set forth in this Section 2.1(c), agrees to make Swing Line Loans credit otherwise available to the Borrowers under the Revolving Credit Commitments from time to time on any Business Day during the Revolving Availability Period, Credit Commitment Period by making swing line loans in Dollars in an aggregate principal amount at or any time outstanding that will not result in Optional Currency (and upon each such Borrowing of "Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant ") to the Lenders Borrowers; provided ---------------- -------- that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding to the Company or the Borrowing Subsidiaries at any time shall not exceed the relevant Swing Line CommitmentCommitment then in effect, (ii) the sum none of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures Borrowers shall request, and none of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Swing Line Lender Lenders shall not be required to make a Swing Line Loan to refinancemake, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such any Swing Line Loan in an amount equal any Optional Currency if, after giving effect to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), the aggregate amount of the Total Revolving Extensions of Credit denominated in such Optional Currency would exceed the Currency Maximum with respect to such Optional Currency, (iii) none of the Borrowers shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan in Pesetas if, after giving effect to the making of such Swing Line Loan, the aggregate amount of Swing Line Loans denominated in Pesetas would exceed the Franc Equivalent of Ffr 96,000,000 and (iv) none of the Borrowing Subsidiaries shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, (A) the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (B) the Total Revolving Extensions of Credit with respect to such Borrowing Subsidiary would exceed such Borrowing Subsidiary's Designated Maximum or (C) the aggregate amount of Swing Line Loans made by such Swing Line Lender shall exceed the Swing Line Maximum applicable to such Swing Line Lender. During the Revolving Credit Commitment Period, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans denominated in Dollars shall be Base Rate Loans and Swing Line Loans denominated in any Optional Currency shall be Foreign Alternate Rate Loans.

Swing Line Commitment. Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Classexceed $5,000,000; provided that the Swing Line Lender shall not be required to make a any Swing Line Loan if, after giving effect thereto, the sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to refinancethe Loans requested to be made and the Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the Houston office of the Swing Line Lender set forth in subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $100,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. Subject to the terms and conditions set forth herein, the The Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c)4.1, agrees to make loans (“Swing Line Loans Loans”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal outstanding amount at any time outstanding that will not result in (and upon each such Borrowing of to exceed the Swing Line LoansSublimit. The Swing Line Lender may make Swing Line Loans notwithstanding the fact that such loan aggregated with the Aggregate Exposure of the Lender acting as Swing Line Lender may exceed the amount of such Lender’s Revolving Commitment; provided, however, the Borrower Agent Swing Line Lender shall be deemed have no obligation to represent issue any Swing Line Loan if there is a termination of the Revolving Commitments pursuant to Section 9; and warrant provided further, the Swing Line Lender shall have no obligation to the Lenders that issue any Swing Line Loan if, after giving effect to such Borrowing will not result in) loan, (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line CommitmentAvailable Revolving Commitments would be less than zero, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures a default of any Class Lender’s obligations to fund under Section 4.5 exists or any Lender is in breach of Commitments exceeding the aggregate Commitments of such Class; provided that its commitment to fund Revolving Loans hereunder, unless the Swing Line Lender shall not be required has entered into satisfactory arrangements with the Borrower or such Lender to make a eliminate the Swing Line Lender’s risk with respect to such Lender, (iii) any Lender’s Revolving Extensions of Credit exceeds such Lender’s Revolving Commitment or (iv) the Borrower will use the proceeds of any Swing Line Loan to refinance, in whole or in part, an refinance any outstanding Swing Line Loan. Within the foregoing limits and subject to the other terms and conditions set forth hereinhereof, the Borrowers Borrower may borrowborrow under this Section 4.1, repay prepay under Section 4.5, and reborrow under this Section 4.1. Each Swing Line LoansLoan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Revolving Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan).

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (“Swing Line Loans Loans”) in Dollars to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each to exceed the amount of such Borrowing of Swing Line LoansLender’s Swing Line Commitment, the Borrower Agent shall be deemed to represent and warrant to the Lenders provided that such Borrowing will not result in) (i) the aggregate principal amount of all Loans outstanding Swing Line Loans exceeding at any one time shall not exceed the Swing Line Commitmentaggregate amount of the Commitments at such time, (ii) the sum aggregate principal amount of Revolving Credit Loans of such Lender outstanding at any time, when added to such Lender’s Swing Line Exposure (including, as applicable, in its capacity as Swing Line Lender) shall not exceed the aggregate amount of the total Revolving Exposures exceeding the Total Revolving Commitments or Commitment of such Lender at such time and (iii) the total Revolving Exposures aggregate principal amount of all Swing Line Loans outstanding at any Class of Commitments exceeding one time shall not exceed $1,400,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $1,400,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Company may designate one or more of such Class; provided the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment Shortfall; provided that no Lender may be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall be reduced as follows: (x) upon any reduction of the Commitment of any Lender that is also a Swing Line Lender pursuant to Section 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall bear interest based upon the ABR and shall not be required entitled to make be converted into loans that bear interest at any other rate. The Company shall give the relevant Swing Line Lender (with a copy to the Managing Administration Agent) irrevocable notice (which notice must be received by the Swing Line Lender prior to 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof). The proceeds of the Swing Line Loan will be made available by such Swing Line Lender to refinancethe Company at the office of such Swing Line Lender by 5:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Company at such office with such proceeds. The Company may, at any time and from time to time, prepay the Swing Line Loans of such Swing Line Lender, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the by notifying such Swing Line Lender a risk participation prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $50,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, in reliance upon the agreements that all Events of the other Lenders set forth in this Section 2.1(cDefault have been cured or waived), agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $15,000,000, provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Commitments at such time. Amounts borrowed by the Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 P.M., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Company by crediting the account of the Company at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees that, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), agrees to make Swing Line Loans to the Borrowers from time to time on any Business Day during the Revolving Availability Credit Commitment Period, it will make available to the Borrower in Dollars in an aggregate principal amount at any time outstanding that will not result in the form of swing line loans (and upon each such Borrowing of “Swing Line Loans, ”) a portion of the credit otherwise available to the Borrower Agent shall be deemed to represent and warrant to under the Lenders Revolving Credit Commitments; provided, that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or the Swing Line Lender’s Revolving Credit Commitment then in effect), (ii) the sum Total Revolving Extensions of Credit shall not exceed the total Revolving Exposures exceeding least of (x) the Total Revolving Commitments or Credit Commitments, (y) the then current Borrowing Base, less the amount of any Reinstated Pre-Petition Revolving Loan Obligations, and (z) for any week, the principal amount of the Total Revolving Extensions of Credit projected to be outstanding during such week as set forth in the Initial Budget for such week plus the Budget Carryover Amount (to be calculated and applied as set forth in the definition of such term in Section 1.1), less the amount of any Reinstated Pre-Petition Revolving Loan Obligations and the Net Pre-Petition Revolving Loan Amount then outstanding, (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Borrower shall not request, and the Swing Line Lender shall not be required to make a knowingly and intentionally make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)., the aggregate amount of the Available Revolving Credit Commitments would be less than zero, and

Swing Line Commitment. (a) Subject to the terms and --------------------- conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a "Swing Line Loans Loan"; --------------- collectively, the "Swing Line Loans") to the Borrowers Borrower from time to time on any Business Day during ---------------- the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan -------- may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 p.m., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Borrower by crediting the account of the Borrower at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers U.S. Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the U.S. Borrower under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The U.S. Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance2:00 P.M., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an aggregate minimum amount equal of $250,000 or a whole multiple of $100,000 in excess thereof and the wire transfer instructions for the account of the U.S. Borrower to which the product of such Lender’s Pro Rata Percentage times the amount proceeds of such Swing Line Loan (it being understood that no should be transferred. The Swing Line Lender shall acquire a risk participation in a promptly make each Swing Line Loan attributable to any Commitment which expired or was terminated prior by wire transfer to the date account specified by the U.S. Borrower in the related notice of the making borrowing. The proceeds of such Swing Line Loan)Loans may be used solely for the purposes referred to in subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received (and forwarded to the Swing Line Lender if different than the Administrative Agent) notice that a Default or Event of Default has occurred and is continuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, in reliance upon the agreements that all Defaults and/or Events of the other Lenders set forth in this Section 2.1(cDefault have been cured or waived), agrees to make swing line loans (individually, a "Swing Line Loans Loan", collectively, the "Swing Line Loans") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance1:00 p.m., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Company by crediting the account of the Company at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loansubsection 2.3(c).

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans ("Swing Line Loans Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $200,000,000, provided that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time. During the Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans exceeding in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Commitment, (ii) Loans shall bear interest based upon the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of ABR and shall not be entitled to be converted into loans that bear interest at any Class of Commitments exceeding the aggregate Commitments of such Class; provided that other rate. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required received by the Swing Line Lender prior to make a 3:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof). The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to refinancethe Borrower at the office of the Swing Line Lender by 4:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may, at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 3:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $50,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (“Swing Line Loans Loans”) in Dollars to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each to exceed the amount of such Borrowing of Swing Line LoansLender’s Swing Line Commitment, the Borrower Agent shall be deemed to represent and warrant to the Lenders provided that such Borrowing will not result in) (i) the aggregate principal amount of all Loans outstanding Swing Line Loans exceeding at any one time shall not exceed the Swing Line Commitmentaggregate amount of the Commitments at such time, (ii) the sum aggregate principal amount of Revolving Credit Loans of such Lender outstanding at any time, when added to such Lender’s Swing Line Exposure (including, as applicable, in its capacity as Swing Line Lender) shall not exceed the aggregate amount of the total Revolving Exposures exceeding the Total Revolving Commitments or Commitment of such Lender at such time and (iii) the total Revolving Exposures aggregate principal amount of all Swing Line Loans outstanding at any Class of Commitments exceeding one time shall not exceed $2,000,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $2,000,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Company may designate one or more of such Class; provided the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment Shortfall; provided that no Lender may be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall be reduced as follows: (x) upon any reduction of the Commitment of any Lender that is also a Swing Line Lender pursuant to Section 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall bear interest based upon the ABR and shall not be required entitled to make be converted into loans that bear interest at any other rate. The Company shall give the relevant Swing Line Lender (with a copy to the Managing Administration Agent) irrevocable notice (which notice must be received by the Swing Line Lender prior to 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof). The proceeds of the Swing Line Loan will be made available by such Swing Line Lender to refinancethe Company at the office of such Swing Line Lender by 5:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Company at such office with such proceeds. The Company may, at any time and from time to time, prepay the Swing Line Loans of such Swing Line Lender, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the by notifying such Swing Line Lender a risk participation prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $50,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line LenderLender agrees that, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), agrees to make Swing Line Loans to the Borrowers from time to time on any Business Day during the Revolving Availability Credit Commitment Period, it will make available to the Borrower in Dollars in an aggregate principal amount at any time outstanding that will not result in the form of swing line loans (and upon each such Borrowing of “Swing Line Loans, ”) a portion of the credit otherwise available to the Borrower Agent shall be deemed to represent and warrant to under the Lenders Revolving Credit Commitments; provided that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect), (ii) the sum maturity date of any Swing Line Loan shall be no less than one and no more than thirty days following the Borrowing Date thereof (but in any event not later than the Revolving Credit Termination Date), provided that in the case of a Swing Line Loan that is a Eurodollar Loan, the maturity thereof shall be the last day of the total Revolving Exposures exceeding the Total Revolving Commitments or Interest Period applicable thereto and (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Borrower shall not request, and no Swing Line Lender shall not be required to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof: The Swing Line Loans may from time to time be (A) Base Rate Loans, (B) Eurodollar Loans with an Interest Period of two weeks or one month, (C) Money Market Rate Loans or (D) a combination thereof, as determined by the Borrower and notified to the Administrative Agent and the applicable Swing Line Lender in accordance herewith; provided that the Borrower shall not have the right to convert Swing Line Loans of one Type into Swing Line Loans of any other Type (it being understood that the foregoing shall not prevent the Borrower from repaying any Swing Line Loan from proceeds of Revolving Credit Loans of any Type).

Swing Line Commitment. Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender in its individual capacity agrees to make swing line loans in Dollars, Euros or Sterling (or, at the option of the Swing Line Lender, in reliance upon the agreements of the any other Lenders set forth in this Section 2.1(c), agrees to make Alternative Currency) ("Swing Line Loans Loans") to the Borrowers Borrower on any Business Day from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $25,000,000; provided, however, that will not result in (and upon each such no event may the amount of any Borrowing of Swing Line Loans, Loans (A) exceed the Borrower Agent shall be deemed Total Available Domestic Revolving Commitment immediately prior to represent and warrant such Borrowing (after giving effect to the Lenders that use of proceeds thereof) or (B) cause the outstanding Domestic Revolving Loans of any Lender, when added to such Borrowing will not result in) (i) Lender's Domestic Revolver Pro Rata Share of the aggregate principal amount of then outstanding Swing Line Loans exceeding and Domestic Revolver Pro Rata Share of the aggregate LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Domestic Revolving Loans or Swing Line Loans) to exceed such Lender's Domestic Revolving Commitment. Amounts borrowed by the Borrower under this Section 2.1(c)(i) may be repaid and, (ii) to but excluding the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Revolver Termination Date, reborrowed. Swing Line Lender Loans (x) made in Dollars shall be maintained as Base Rate Loans and (y) made in an Alternative Currency shall be maintained at the applicable Quoted Rate, and, notwithstanding Section 2.6, in each case shall not be required entitled to make a Swing Line Loan to refinance, in whole or in part, an outstanding Swing Line be converted into any other Type of Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan).

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Classexceed $5,000,000; provided that the Swing Line Lender shall not be required to make a any Swing Line Loan if, after giving effect thereto, the sum of the Swing Line Loans, the Revolving Credit Loans, the Pounds Sterling Loans and the Letter of Credit Obligations (in each case after giving effect to refinancethe Loans requested to be made and the Letters of Credit requested to be issued on such date) exceed the Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Company at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Company at such office with such proceeds. The Company may at any time and from time to time prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 12:00 Noon on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $100,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make Swing Line Loans swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Classexceed $5,000,000; provided PROVIDED that the Swing Line Lender shall not be required to make a any Swing Line Loan if, after giving effect thereto, the sum of the Swing Line Loans, the Revolving Credit Loans and Letter of Credit Obligations (in each case after giving effect to refinancethe Loans requested to be made and the Letters of Credit requested to be issued on such date) exceed the Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Company at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Company at such office with such proceeds. The Company may at any time and from time to time prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 12:00 Noon on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $100,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Borrower at any time and from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $15,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line CommitmentLoans (1) shall be made as Alternate Base Rate Loans, (ii2) shall not be entitled to be converted into Eurodollar Loans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures making of any Class of Commitments exceeding Revolving Credit Loan and shall in any event mature no later than the aggregate Commitments of such Class; provided that Revolving Credit Termination Date. Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance1:00 p.m., in whole or in part, an outstanding New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof. Within the foregoing limits and subject The Swing Line Lender shall, before 5:00 p.m. (New York City time) on such requested Borrowing Date, make available to the terms and conditions set forth hereinAdministrative Agent for the account of Borrower in same day funds, the Borrowers may borrow, repay and reborrow proceeds of such Swing Line Loans. Immediately upon the making The proceeds of a each Swing Line Loan, each Lender shall Loan will be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from made available by the Swing Line Lender a risk participation in such to Borrower by crediting the account of Borrower at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $15,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Excess Availability at such time (such Swing Line Commitment, (ii) the sum Loans will be deemed usage of the total Revolving Exposures exceeding Credit Facility for purpose of calculating Excess Availability). Amounts borrowed by the Total Borrowers under this Section 2.4 may be repaid and, through but excluding the Revolving Commitments or (iii) Credit Termination Date, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans plus the total Applicable Margin then in effect for Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Credit Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrowers shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance2:00 p.m., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Borrowers by crediting the account of the Borrowers at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)Section 2.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $12,500,000, provided that will not result in (and upon each such Borrowing at no time may the sum of the Swing Line Loans, the Borrower Agent shall be deemed to represent Revolving Credit Loans and warrant to Letter of Credit Outstandings exceed the Lenders that such Borrowing will not result in) lesser of (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, Revolving Credit Commitments and (ii) the sum of Borrowing Base then in effect. During the total Revolving Exposures exceeding Credit Commitment Period, the Total Revolving Commitments Borrowers may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or (iii) in part, and reborrowing, all in accordance with the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that terms and conditions hereof. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender shall not irrevocable notice (which notice must be required received by the Swing Line Lender prior to make a 12:00 Noon, New York City time) on the requested Borrowing Date specifying the applicable Borrower or Borrowers and amount of the requested Swing Line Loan which shall be in an aggregate minimum amount of $100,000 or a whole multiple of $25,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to refinancethe applicable Borrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the applicable Borrower at such office with such proceeds. The Borrowers may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 12:00 Noon on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $25,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. Subject to the terms and conditions set forth herein--------------------- hereof, Fleet (in such capacity, the "Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), ") agrees to make Swing Line Loans available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time on any Business Day during prior to the Revolving Availability PeriodCredit Termination Date by making swing line loans ("Swing Line Loans") to the Borrowers, in Dollars jointly and severally, in an aggregate principal amount not to exceed at any one time outstanding that will not result in (and upon each such Borrowing of the Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders Commitment; provided that such Borrowing will not result in) (ia) the aggregate principal -------- amount of outstanding Swing Line Loans exceeding outstanding at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (iib) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Borrowers shall not request, and the Swing Line Lender shall not be required obligated to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), the aggregate amount of the Loans, the Swing Line Loans and the stated amount of all Letters of Credit exceed the lesser of the Borrowing Base in effect at such time and the Commitment Amount. Prior to the Revolving Credit Termination Date, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only. The Borrowers may use the proceeds of Revolving Credit Advances from time to time to repay any outstanding Swing Line Loans. The Borrowers, jointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Credit Termination Date. On the Closing Date, the Borrowers shall deliver to the Swing Line Lender a Swing Line Note to evidence the Swing Line Loans from time to time made by the Swing Line Lender to the Borrowers hereunder.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make Swing Line Loans swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrowers Borrower from time to time on any during the period from the Closing Date through the fifth Business Day during preceding the Revolving Availability Period, in Dollars Credit Termination Date in an aggregate principal amount at any one time outstanding not to exceed $15,000,000, provided that will not result in (and upon each such Borrowing at no time may the sum of the Swing Line Loans, the Revolving Credit Loans and the outstanding L/C Obligations exceed the Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower Agent shall be deemed to represent and warrant to may use the Lenders that such Borrowing will not result in) (i) Swing Line Commitment by borrowing, prepaying the aggregate principal amount of outstanding Swing Line Loans exceeding in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required received by the Swing Line Lender prior to make a 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in an aggregate minimum amount of $500,000 or a multiple of $100,000 in excess thereof (except with respect to refinancedeemed Swing Line Loans under subsection 3.4). The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds, provided that, with respect to deemed Swing Line Loans under subsection 3.4, the Swing Line Lender will transmit the proceeds of such Swing Line Loans directly to the Issuing Bank. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 1:00 p.m. on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable by 3:00 p.m. on such date on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation multiple of $100,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of Swing Line Loansto exceed $3,000,000.00, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Swing Line Lender shall not be required to make a any Swing Line Loan if, after giving effect thereto, the sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to refinancethe Loans requested to be made and the Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall be made as Prime Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender set forth in subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $100,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $12,500,000, provided that will not result in (and upon each such Borrowing at no time may the sum of the Swing Line Loans, the Borrower Agent shall be deemed to represent Revolving Credit Loans and warrant to Letter of Credit Outstandings exceed the Lenders that such Borrowing will not result in) lesser of (i) the aggregate principal Revolving Credit Commitments less the amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, any commitment in respect of any working capital facility described in subsection 8.2(i)(iii) and (ii) the sum of Borrowing Base then in effect. During the total Revolving Exposures exceeding Credit Commitment Period, the Total Revolving Commitments Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or (iii) in part, and reborrowing, all in accordance with the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that terms and conditions hereof. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required received by the Swing Line Lender prior to make a 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in an aggregate minimum amount of $150,000 or a whole multiple of $25,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to refinancethe Borrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 12:00 Noon on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $150,000 or a risk participation whole multiple of $25,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make Swing Line Loans swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrowers Borrower from time to time on any during the period from the Closing Date through the fifth Business Day during preceding the Working Capital Revolving Availability Period, in Dollars Credit Termination Date in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, PROVIDED that will not result in (and upon each such Borrowing at no time may the sum of the Swing Line Loans, the Working Capital Revolving Credit Loans and the outstanding L/C Obligations exceed the Working Capital Revolving Credit Commitments. During the Working Capital Revolving Credit Commitment Period, the Borrower Agent shall be deemed to represent and warrant to may use the Lenders that such Borrowing will not result in) (i) Swing Line Commitment by borrowing, prepaying the aggregate principal amount of outstanding Swing Line Loans exceeding in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required received by the Swing Line Lender prior to make a 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in an aggregate minimum amount of $100,000 or a whole multiple thereof (except with respect to refinancedeemed Swing Line Loans under subsection 3.4). The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds, PROVIDED that, with respect to deemed Swing Line Loans under subsection 3.4, the Swing Line Lender will transmit the proceeds of such Swing Line Loans directly to the Issuing Bank. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 1:00 p.m. on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable by 3:00 p.m. on such date on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan $100,000 or a whole multiple thereof. (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line LoanCredit Agreement).

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 P.M., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Borrower by crediting the account of the Borrower at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers at any time and from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments Table of Contents at such time. Amounts borrowed by the Borrowers under this subsection 3.4(a) may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line CommitmentLoans (i) shall be made as Alternate Base Rate Loans, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or may not be converted into Eurodollar Loans and (iii) must be repaid in full within ten Business Days of making of such Loan or, if sooner, upon the total Revolving Exposures making of any Class of Commitments exceeding Revolving Credit Loan and shall in any event mature no later than the aggregate Commitments of such Class; provided that Revolving Credit Termination Date. The Borrowers shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance, in whole or in part, an outstanding 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. Within the foregoing limits and subject The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the terms and conditions set forth hereinAdministrative Agent for the account of the Borrowers in same day funds, the Borrowers may borrow, repay and reborrow proceeds of such Swing Line Loans. Immediately upon the making The proceeds of a each Swing Line Loan, each Lender shall Loan will be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from made available by the Swing Line Lender a risk participation to the Borrowers in such immediately available funds to be delivered by wire transfer to the account(s) designated by the Borrowers in the applicable borrowing notice. The proceeds of Swing Line Loan Loans may be used solely for the purposes referred to in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender agrees, so long as the Administra- tive Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a "Swing Line Loan"; collectively, the "Swing Line Loans") to Borrower at any time and from time to time during the Revolving Credit Commitment Period in an ag- gregate principal amount at any one time outstanding not to exceed $20,000,000; provided that no Swing Line Loan may be made if the aggregate principal amount of the Swing Line Loans to be made would exceed the aggre- gate Available Revolving Credit Commitments at such time. Amounts borrowed by Borrower under this subsection 3.4 may be repaid and, through but ex- cluding the Revolving Credit Termination Date, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. (New York City time) on such requested Borrowing Date, make available to Borrower in same day funds, the proceeds of such Swing Line Loans by cred- iting the account of Borrower at the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.3. (b) If not repaid by Borrower prior to such time, including without limitation, from the proceeds of a Revolving Credit Loan, the Swing Line Lender at any time in its sole and absolute discretion may, and on the fifteenth day (or if such day is not a Business Day, the next Business Day) and last Business Day of each month shall, on behalf of Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) re- quest each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan in reliance upon the agreements an amount equal to such Lender's Revolving Credit Commitment Percentage of the other Lenders set forth in this Section 2.1(c), agrees to make amount of the Swing Line Loans to (the Borrowers from time to time on any Business Day during the Revolving Availability Period, in Dollars in an aggregate principal amount at any time outstanding that will not result in (and upon each such Borrowing of "Refunded Swing Line Loans, ") outstanding on the Borrower Agent shall be deemed to represent and warrant to the Lenders that date such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitment, (ii) the sum notice is given. Unless any of the total events described in paragraph (f) of Section 9 shall have occurred and be continuing (in which event the procedures of paragraph (c) of this subsection 3.4 shall apply), each such Lender shall make the proceeds of its Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Credit Loan available to the Swing Line Lender shall not be required to make a for the account of the Swing Line Loan to refinance, in whole or in part, an outstanding Lender at the office of the Swing Line LoanLender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 noon (New York City time) in funds immediately available on the Business Day next succeeding the date such no- txxx is given. Within The proceeds of such Revolving Credit Loans shall be imme- diately applied to repay the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Refunded Swing Line Loans. Immediately upon (c) If, prior to the making of a Swing Line LoanRevolving Credit Loan pursu- ant to paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9 shall have occurred and be continuing, each Re- volving Credit Lender shall be deemed towill, and hereby irrevocably and unconditionally agrees toon the date such Loan was to have been made, acquire from purchase an undivided participating interest in the Swing Line Lender a risk participation in such Refunded Swing Line Loan in an amount equal to the product its Revolving Credit Commitment Percentage of such Lender’s Pro Rata Percentage times Refunded Swing Line Loan. Each such Lender will immediately transfer to the Swing Line Lender in immediately available funds, the amount of such its participation and upon receipt thereof the Swing Line Loan (it being understood that no Lender shall acquire a risk participation in will deliver to such Lender a Swing Line Loan attributable to any Commitment which expired or was terminated prior to Participation Certificate dated the date of the making receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has re- ceived from any Revolving Credit Lender such Lender's participating inter- est in a Refunded Swing Line Loan), the Swing Line Lender receives any pay- ment on account thereof, the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded) in like funds as received; provided that, in the event that such payment re- ceived by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously dis- tributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (e) The obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Bor- rower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condi- tion (financial or otherwise) of Borrower; (iv) any breach of this Agree- ment by Borrower or any other Lender; or (v) any other circumstance, hap- pening or event whatsoever, whether or not similar to any of the foregoing. 3.5.

Swing Line Commitment. Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), its individual capacity agrees to make swing line loans in Dollars ("Swing Line Loans Loans") to the Borrowers (on a joint and several basis) on any Business Day from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $2,500,000; provided, however, that will not result in (and upon each such no event may the amount of any Borrowing of Swing Line Loans, Loans (A) exceed the Borrower Agent shall be deemed Total Available Revolving Commitment immediately prior to represent and warrant such Borrowing (after giving effect to the Lenders that use of proceeds thereof), (B) cause the outstanding Acquisition Revolving Loans and Working Capital Loans of any Revolving Lender, when added to such Borrowing will not result in) (i) Lender's Revolver Pro Rata Share of the aggregate principal amount of then outstanding Swing Line Loans exceeding and Revolver Pro Rata Share of the aggregate LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Working Capital Loans or Swing Line Commitment, (iiLoans) the sum of the total to exceed such Lender's Revolving Exposures exceeding the Total Revolving Commitments Commitment or (iiiC) cause the total outstanding Working Capital Loans of all Revolving Exposures of any Class of Commitments exceeding Lenders, when added to the then outstanding Swing Line Loans and the aggregate Commitments LC Obligations (exclusive of such Class; provided that Unpaid Drawings relating to LC Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Working Capital Loans or Swing Line Lender Loans) to exceed the Working Capital Sublimit. Amounts borrowed by Borrowers under this Section 2.1(c)(i) may be repaid and reborrowed during the period from the Closing Date to but excluding five (5) Business Days prior to the Revolver Termination Date. The Swing Line Loans shall be made in Dollars and maintained as Base Rate Loans and, notwithstanding Section 2.6, shall not be required entitled to make a Swing Line Loan to refinance, in whole or in part, an outstanding Swing Line be converted into any other Type of Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan).

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers at any time and from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Borrowers under this subsection 3.4(a) may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line CommitmentLoans (i) shall be made as Alternate Base Rate Loans, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or may not be converted into Eurodollar Loans and (iii) must be repaid in full within ten Business Days of making of such Loan or, if sooner, upon the total Revolving Exposures making of any Class of Commitments exceeding Revolving Credit Loan and shall in any event mature no later than the aggregate Commitments of such Class; provided that Revolving Credit Termination Date. The Borrowers shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance, in whole or in part, an outstanding 1:00 p.m.) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. Within the foregoing limits and subject The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the terms and conditions set forth hereinAdministrative Agent for the account of the Borrowers in same day funds, the Borrowers may borrow, repay and reborrow proceeds of such Swing Line Loans. Immediately upon the making The proceeds of a each Swing Line Loan, each Lender shall Loan will be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from made available by the Swing Line Lender a risk participation to the Borrowers in such immediately available funds to be delivered by wire transfer to the account(s) designated by the Borrowers in the applicable borrowing notice. The proceeds of Swing Line Loan Loans may be used solely for the purposes referred to in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans ("Swing Line Loans Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $250,000,000, provided that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time. During the Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans exceeding in whole or in part, and reborrowing, all in CREDIT AGREEMENT accordance with the terms and conditions hereof. All Swing Line Commitment, (ii) Loans shall bear interest based upon the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of ABR and shall not be entitled to be converted into loans that bear interest at any Class of Commitments exceeding the aggregate Commitments of such Class; provided that other rate. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required received by the Swing Line Lender prior to make a 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof). The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to refinancethe Borrower at the office of the Swing Line Lender by 5:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may, at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $50,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans ("Swing Line Loans Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, provided that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time. During the Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans exceeding in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Commitment, (ii) Loans shall bear interest based upon the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of ABR and shall not be entitled to be converted into loans that bear interest at any Class of Commitments exceeding the aggregate Commitments of such Class; provided that other rate. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required received by the Swing Line Lender prior to make a 11:00 A.M., New York City time, on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to refinancethe Borrower at the office of the Swing Line Lender by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may, at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 11:00 A.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $50,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth herein--------------------- hereof, each of the Swing Line LenderLenders agrees that, in reliance upon during the agreements of the other Lenders set forth in this Section 2.1(c)U.S. Revolving Credit Commitment Period, agrees to it will make Swing Line Loans available to the Borrowers from time to time on any Business Day during U.S. Borrower in the Revolving Availability Period, in Dollars in an aggregate principal amount at any time outstanding that will not result in form of swing line loans (and upon each such Borrowing of "Swing Line Loans, ") a portion of the Borrower Agent shall be deemed to represent and warrant credit otherwise ---------------- available to the Lenders U.S. Borrower under the U.S. Revolving Credit Commitments; provided that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding -------- at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding U.S. Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender's U.S. Revolving Credit Commitment then in effect), (ii) all requests for Swing Line Loans by the sum U.S. Borrower shall be made to Comerica Bank as Swing Line Lender until the aggregate principal amount of Swing Line Loans made by Comerica Bank and outstanding at any time shall equal $7,000,000 (or such higher amount (not to exceed $10,000,000) as Comerica Bank and the total Revolving Exposures exceeding Borrower may agree with prior written notice to the Total Revolving Commitments or General Administrative Agent) and (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that U.S. Borrower shall not request, and the Swing Line Lender shall not be required to make a make, any Swing Line Loan unless, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), (A) the Available U.S. Revolving Credit Commitment of each U.S. Revolving Credit Lender would be equal to or greater than zero, and (B) the Aggregate U.S. Revolving Extensions of Credit would not exceed the Borrowing Base of the U.S. Borrower. During the U.S. Revolving Credit Commitment Period, the U.S. Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be denominated in U.S. Dollars and shall be U.S. Base Rate Loans only.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time or the Borrowing Base then in effect. Amounts borrowed by the Borrower under this Section 2.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 p.m., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Borrower by crediting the account of the Borrower at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)Section 2.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of Swing Line Loansto exceed $3,000,000.00, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitmentprovided, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that that, the Swing Line Lender shall not be required to make a any Swing Line Loan if, after giving effect thereto, the sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to refinancethe Loans requested to be made and the Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall be made as Prime Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender set forth in subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $100,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. Subject (a)Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of Swing Line Loansto exceed $3,000,000.00, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Commitmentprovided, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that that, the Swing Line Lender shall not be required to make a any Swing Line Loan if, after giving effect thereto, the sum of the Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to refinancethe Loans requested to be made and the Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall be made as Prime Loans and shall not be entitled to be converted into SOFR Rate Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender set forth in subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $100,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $15,000,000, provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Commitments at such time and provided, further, that no Swing Line CommitmentLoan may be made if, (ii) after giving effect thereto, a Borrowing Base Deficiency would exist. Amounts borrowed by the sum of Company under this subsection 3.4 may be repaid and, through but excluding the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Termination Date, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 p.m., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Company by crediting the account of the Company at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 p.m., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Borrower by crediting the account of the Borrower at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line LenderLender agrees that, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), agrees to make Swing Line Loans to the Borrowers from time to time on any Business Day during the Revolving Availability Credit Commitment Period, it will make available to the Borrower in Dollars in an aggregate principal amount at any time outstanding that will not result in the form of swing line loans (and upon each such Borrowing of “Swing Line Loans, ”) a portion of the credit otherwise available to the Borrower Agent shall be deemed to represent and warrant to under the Lenders Revolving Credit Commitments; provided that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with such Swing Line Lender's other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender's Revolving Credit Commitment then in effect), (ii) the sum maturity date of any Swing Line Loan shall be no less than one and no more than thirty days following the Borrowing Date thereof (but in any event not later than the Revolving Credit Termination Date), provided that in the case of a Swing Line Loan that is a Eurodollar Loan, the maturity thereof shall be the last day of the total Revolving Exposures exceeding the Total Revolving Commitments or Interest Period applicable thereto and (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Borrower shall not request, and no Swing Line Lender shall not be required to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof: The Swing Line Loans may from time to time be (A) Base Rate Loans, (B) Eurodollar Loans with an Interest Period of two weeks or one month, (C) Money Market Rate Loans or (D) a combination thereof, as determined by the Borrower and notified to the Administrative Agent and the applicable Swing Line Lender in accordance herewith; provided that the Borrower shall not have the right to convert Swing Line Loans of one Type into Swing Line Loans of any other Type (it being understood that the foregoing shall not prevent the Borrower from repaying any Swing Line Loan from proceeds of Revolving Credit Loans of any Type).

Swing Line Commitment. (i) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make Swing Line Loans a portion of the credit otherwise available to the Borrowers Borrower under the Commitments from time to time on any Business Day during the Revolving Availability Period, Commitment Period by making swing line loans in Dollars in an aggregate principal amount at Euro, Sterling or any time outstanding that will not result in Alternate Swing Line Foreign Currency (and upon each such Borrowing of “Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant ”) to the Lenders Borrower; provided that such Borrowing will not result in(A) the sum of (ix) the aggregate principal amount of outstanding Swing Line Loans exceeding denominated in Dollars and (y) the Dollar Equivalent of the aggregate principal amount of Swing Line Loans denominated in Euro, Sterling and such Alternate Swing Line Foreign Currency, outstanding as at the date any Swing Line Loan is made shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with any Swing Line Lender’s other outstanding U.S. Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect) and (iiB) the sum of Borrower shall not request, and no Swing Line Lender shall make, any Swing Line Loan if, after giving effect to the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments making of such ClassSwing Line Loan, the Aggregate Available U.S. Commitments would be less than zero or the Aggregate Total Outstandings of all the Lenders would exceed the Aggregate U.S. Commitments; provided provided, further, that the Swing Line Lender shall not be required to (but it may) make a Swing Line Loan to refinance, in whole or in part, refinance an outstanding Swing Line Loan. Within During the foregoing limits Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and subject to reborrowing, all in accordance with the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow hereof. Swing Line Loans shall be ABR Loans. Immediately upon the making , Euro Cost of a Funds Loans, Sterling Cost of Funds Loans or Alternate Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product Foreign Currency Cost of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)Funds Loans only.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make Swing Line Loans swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, PROVIDED that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 p.m., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Company by crediting the account of the Company at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth herein--------------------- hereof, the Swing Line LenderLender agrees that, in reliance upon during the agreements of the other Lenders set forth in this Section 2.1(c)U.S. Revolving Credit Commitment Period, agrees to it will make Swing Line Loans available to the Borrowers from time to time on any Business Day during U.S. Borrower in the Revolving Availability Period, in Dollars in an aggregate principal amount at any time outstanding that will not result in form of swing line loans (and upon each such Borrowing of "Swing Line Loans, ") a portion of the Borrower Agent shall be deemed to represent and warrant credit otherwise ---------------- available to the Lenders U.S. Borrower under the U.S. Revolving Credit Commitments; provided that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding -------- at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding U.S. Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender's U.S. Revolving Credit Commitment then in effect) and (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that U.S. Borrower shall not request, and the Swing Line Lender shall not be required to make a make, any Swing Line Loan unless, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), (A) the Available U.S. Revolving Credit Commitment of each U.S. Revolving Credit Lender would be equal to or greater than zero, and (B) the Aggregate U.S. Revolving Extensions of Credit would not exceed the Borrowing Base of the U.S. Borrower. During the U.S. Revolving Credit Commitment Period, the U.S. Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be denominated in U.S. Dollars and shall be U.S. Base Rate Loans only.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinof this Agreement, each Swing Line Lender agrees to make loans to the Swing Line LenderBorrowers on a revolving basis (each such loan, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), agrees to make a "Swing Line Loans to the Borrowers Loan") from time to time on any Business Day during the Revolving Availability Period, in Dollars period from the Closing Date to the Termination Date in an aggregate principal amount at any one time outstanding that will not result in (and upon each such Borrowing of for the Swing Line LoansBorrowers collectively not to exceed the Dollar Equivalent amount of U.S. $40.0 million; provided, the Borrower Agent shall be deemed to represent and warrant to the Lenders however, that such Borrowing will not result in) (i) the aggregate principal amount (or CHF Equivalent with respect to M-T GmbH) of outstanding the sum of Swing Line Loans exceeding the made and outstanding at any one time to any Subsidiary Swing Line CommitmentBorrower, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations of such Subsidiary Swing Line Borrower shall not exceed the Subsidiary Swing Line Borrower Sublimit for such Subsidiary Swing Line Borrower (or with respect to the UK Swing Line Borrowers, the collective sublimit of the UK Swing Line Borrowers) and the aggregate Dollar Equivalent amount of Swing Line Loans made to US Borrower shall not exceed the US Borrower Sublimit, (ii) the sum of the total Dollar Equivalent amount of the aggregate principal amount of all outstanding Swing Line Loans, plus the aggregate principal Dollar Equivalent amount of all other outstanding Revolving Exposures exceeding Facility Loans, plus (without duplication) the Total Effective Amount of all L/C Obligations (including Subsidiary L/C Obligations) shall not at any time exceed the Revolving Facility Commitments or of all Revolving Facility Lenders (which calculation shall not give effect to the Assumed Swing Line Loan Amount) and (iii) Scotiabank need only make Swing Line Loans in U.S. Dollars to US Borrower and in Pounds Sterling to the total Revolving Exposures of any Class of Commitments exceeding UK Swing Line Borrowers; Credit Suisse First Boston need only make Swing Line Loans to M-T GmbH in such currencies as it shall agree with such Subsidiary Swing Line Borrower; Commerzbank AG need only make Swing Line Loans in Deutschemarks to the aggregate Commitments of such ClassGerman Subsidiary; provided that the and each other Swing Line Lender shall not be required to need only make a Swing Line Loan Loans to refinance, in whole or in part, an outstanding the Subsidiary Swing Line Loan. Within Borrower as it shall agree with and in the foregoing limits Applicable Currency as it and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow applicable Subsidiary Swing Line LoansBorrower shall agree. Immediately upon the making of a All Swing Line Loan, each Lender Loans made in U.S. Dollars shall be deemed to, made and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)maintained as ABR Loans.

Swing Line Commitment. (a) Subject to the terms and conditions set forth herein--------------------------- hereof, the Swing Line Lender, in reliance upon the agreements Lenders agree to make a portion of the other Lenders set forth in this Section 2.1(c), agrees to make Swing Line Loans credit otherwise available to the Borrowers under the Revolving Credit Commitments from time to time on any Business Day during the Revolving Availability Period, Credit Commitment Period by making swing line loans in Dollars in an aggregate principal amount at or any time outstanding that will not result in Optional Currency (and upon each such Borrowing of "Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant ") to the Lenders Borrowers; provided ---------------- -------- that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding to the Company or the Borrowing Subsidiaries at any time shall not exceed the relevant Swing Line Commitment then in effect and the aggregate principal amount of Swing Line Loans outstanding made by First Union National Bank to the Company shall not exceed the Swing Line Commitment, Approval Limit and Swing Line Maximum then in effect for First Union National Bank (ii) the sum none of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures Borrowers shall request, and none of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Swing Line Lender Lenders shall not be required to make a Swing Line Loan to refinancemake, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such any Swing Line Loan in an amount equal any Optional Currency if, after giving effect to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), the aggregate amount of the Total Revolving Extensions of Credit denominated in such Optional Currency would exceed the Currency Maximum with respect to such Optional Currency, (iii) none of the Borrowers shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan in Pesetas if, after giving effect to the making of such Swing Line Loan, the aggregate amount of Swing Line Loans denominated in Pesetas would exceed the Euro Equivalent of 14,600,000 and (iv) none of the Borrowing Subsidiaries shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, (A) the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (B) the Total Revolving Extensions of Credit with respect to such Borrowing Subsidiary would exceed such Borrowing Subsidiary's Designated Maximum or (C) the aggregate amount of Swing Line Loans made by such Swing Line Lender shall exceed the Swing Line Maximum applicable to such Swing Line Lender. During the Revolving Credit Commitment Period, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans denominated in Dollars shall be Base Rate Loans and Swing Line Loans denominated in any Optional Currency shall be Foreign Alternate Rate Loans.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, Lender in reliance upon the agreements agreement of the other Revolving Credit Lenders set forth in this Section 2.1(c)2.7, agrees may agree to make Swing Line Loans a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Credit Commitments from time to time on any Business Day during the Revolving Availability Period, in Dollars in an aggregate principal amount at any time outstanding that will not result in Credit Commitment Period by making swing line loans (and upon each such Borrowing of “Swing Line Loans”) to the Borrower; provided that (i) the making of any Swing Line Loan shall be in the sole and absolute discretion of the Swing Line Lender (including, without limitation, sole and absolute discretion as to whether to make such Swing Line Loan in the event there are any Defaulting Revolving Credit Lenders and the Swing Line Lender may impose any additional terms and conditions to the making of such Swing Line Loan not in violation of this Agreement), (ii) the Borrower Agent shall be deemed not use the proceeds of any Swing Line Loan to represent and warrant to the Lenders that such Borrowing will not result in) refinance any other Swing Line Loan, (iiii) the aggregate principal amount of outstanding Swing Line Loans exceeding outstanding at any time shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect) and (iiiv) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Borrower shall not request, and the Swing Line Lender shall not be required to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only. The Borrower shall repay each outstanding Swing Line Loan on the earlier of (x) ten Business Days after the borrowing of such Swing Line Loan, (y) one Business Day after written notice from the Administrative Agent or the Swing Line Lender to the Borrower that any Revolving Credit Lender has become a Defaulting Revolving Credit Lender, and (z) the Revolving Credit Termination Date.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 P.M., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Borrower by crediting the account of the Borrower at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000, provided that will not result in (and upon each such Borrowing at no time may the sum of the Swing Line Loans, the Revolving Credit Loans and Letter of Credit Outstandings exceed the Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower Agent shall be deemed to represent and warrant to may use the Lenders that such Borrowing will not result in) (i) Swing Line Commitment by borrowing, prepaying the aggregate principal amount of outstanding Swing Line Loans exceeding in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice may be required telephonic and must be received by the Swing Line Lender prior to make a 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in an aggregate minimum amount of $150,000 or a whole multiple of $25,000 in excess thereof. Any such telephonic borrowing notice shall be confirmed promptly by a written borrowing notice to refinancethe Administrative Agent, delivered by hand or by telecopy. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 1:00 p.m. on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $150,000 or a risk participation whole multiple of $25,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (“Swing Line Loans Loans”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon to exceed the amount of each such Borrowing of Swing Line LoansLender’s Swing Line Commitment, the Borrower Agent shall be deemed to represent and warrant to the Lenders provided that such Borrowing will not result in) (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time and (ii) the aggregate principal amount of all Swing Line Loans outstanding at any one time shall not exceed $1,250,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $1,250,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Borrower may designate one or more of the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such ClassCommitment Shortfall; provided that no Lender may be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall be reduced as follows: (x) upon any reduction of the Commitment of any Lender that is also a Swing Line Lender pursuant to Section 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall bear interest based upon the ABR and shall not be entitled to be converted into loans that bear interest at any other rate. The Borrower shall give the relevant Swing Line Lender (with a copy to the Managing Administration Agent) irrevocable notice (which notice must be received by the Swing Line Lender shall not be required prior to make a 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof). The proceeds of the Swing Line Loan will be made available by such Swing Line Lender to refinancethe Borrower at the office of such Swing Line Lender by 5:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may, at any time and from time to time, prepay the Swing Line Loans of such Swing Line Lender, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the by notifying such Swing Line Lender a risk participation prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $50,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, in reliance upon the agreements that all Events of the other Lenders set forth in this Section 2.1(cDefault have been cured or waived), agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $15,000,000, provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the aggregate Available Total Revolving Commitments or (iii) at such time. Amounts borrowed by the total Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Termination Date, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 P.M., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Company by crediting the account of the Company at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Bank agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, Credit Commitment Period in Dollars in an aggregate principal amount at any time outstanding that will not result in (and upon each such Borrowing of when added together with all other Swing Line Loans) at any one time outstanding not to exceed $40,000,000, provided that at no time may the Borrower Agent shall Aggregate Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Company under this subsection may be deemed repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans may from time to represent and warrant to the Lenders that such Borrowing will not result in) time be (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line CommitmentABR Loans, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments Money Market Rate Loans or (iii) a combination thereof, as determined by the total Revolving Exposures of any Class of Commitments exceeding Company and notified to the aggregate Commitments of such Class; provided that Administrative Agent and the applicable Swing Line Lender Bank in accordance herewith, and shall not be required entitled to make be converted into Eurodollar Loans. The Company may, on any Borrowing Date for Swing Line Loans and prior to the time that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a), request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from a Swing Line Loan to refinanceBank, in whole or in partspecifying the amount of the proposed Money Market Rate Loans and the maturity date thereof (which shall be no less than one and no more than 30 days following such Borrowing Date). Upon receipt of such quote, the Company shall promptly (but not later than the time that an outstanding irrevocable notice requesting such Swing Line Loan. Within Loans must be made pursuant to this subsection 2.10(a)) notify the foregoing limits Administrative Agent and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow applicable Swing Line LoansBank whether it requests such Swing Line Bank to make Money Market Rate Loans at such Money Market Rate. Immediately upon The Company shall give the making Administrative Agent and the applicable Swing Line Bank irrevocable notice (which notice must be received by the Administrative Agent and the applicable Swing Line Bank prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in minimum amount of (i) in the case of Swing Line Lender Loans which are ABR Loans, $500,000 or a risk participation whole multiple thereof and (ii) in such the case of Swing Line Loans which are Money Market Rate Loans, $2,000,000 or a whole multiple of $1,000,000 in excess thereof. The proceeds of each Swing Line Loan in an amount equal will be made available by the applicable Swing Line Bank to the product Company by crediting the specified account of the Company with such Lender’s Pro Rata Percentage times proceeds in the amount of such manner from time to time agreed by the Company and the applicable Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Bank. The proceeds of Swing Line Loan attributable Loans may be used solely for the purposes referred to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)in subsection 2.2.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line LenderLender agrees that, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), agrees to make Swing Line Loans to the Borrowers from time to time on any Business Day during the Revolving Availability Credit Commitment Period, it will make available to the Borrower in Dollars in an aggregate principal amount at any time outstanding that will not result in the form of swing line loans (and upon each such Borrowing of “Swing Line Loans”) in each case, a portion of the credit otherwise available to the Borrower Agent shall be deemed to represent and warrant to under the Lenders that such Borrowing will not result in) Revolving Credit Commitments; provided that, (ii)(x) the aggregate principal amount of outstanding Swing Line Loans exceeding made by such Swing Line Lender outstanding at any time shall not exceed the lesser of (1) one-quarter of the Swing Line Sublimit and (2) such Swing Line Lender’s Swing Line Commitment, (y) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Sublimit (in each case, notwithstanding that each Swing Line Lender’s Swing Line Loans outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line SublimitCommitment then in effect) and (z), minus the aggregate principal amount of Swing Line Loans made by such Swing Line Lender outstanding at any time, together with its L/C Obligations in respect of Letters of Credit and its other outstanding Revolving Credit Loans hereunder, and (y) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed suchthe Swing Line Lender’s Revolving Credit Commitment then in effectSublimit, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Borrower shall not request, and each Swing Line Lender shall not be required to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)., the aggregate amount of the Available Revolving Credit Commitments would be less than zero and (iii) the Total Revolving Extensions of Credit shall at no time exceed the Maximum Facility Availability at such time. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only. (b) The Borrower shall repay all outstanding Swing Line Loans to the applicable Swing Line Lender on or before the day that is ten days after the Borrowing Date of each such Swing Line Loan. The applicable Swing Line Lender shall deliver prompt written notice to the Administrative Agent following the repayment of any of such Swing Line Lender’s Swing Line Loans. 2.4

Swing Line Commitment. (a) Subject to the terms and conditions set forth herein--------------------- hereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the --------------- "Swing Line Loans") to the Borrowers from time to time on any Business Day during the Revolving Availability Period, in Dollars ---------------- Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000; provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) -------- made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time. Amounts borrowed by the Borrowers under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. All Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 P.M., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Borrowers by crediting the account of the Borrowers at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (i) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make Swing Line Loans a portion of the credit otherwise available to the Borrowers Borrower under the Commitments from time to time on any Business Day during the Revolving Availability Period, Commitment Period by making swing line loans in Dollars in an aggregate principal amount at Euro, Sterling or any time outstanding that will not result in Alternate Swing Line Foreign Currency (and upon each such Borrowing of "Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant ") to the Lenders Borrower; provided that such Borrowing will not result in(A) the sum of (ix) the aggregate principal amount of outstanding Swing Line Loans exceeding denominated in Dollars and (y) the Dollar Equivalent of the aggregate principal amount of Swing Line Loans denominated in Euro, Sterling and such Alternate Swing Line Foreign Currency, outstanding as at the date any Swing Line Loan is made shall not exceed the Swing Line CommitmentCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with any Swing Line Lender's other outstanding U.S. Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect) and (iiB) the sum of Borrower shall not request, and no Swing Line Lender shall make, any Swing Line Loan if, after giving effect to the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments making of such ClassSwing Line Loan, the Aggregate Available U.S. Commitments would be less than zero or the Aggregate Total Outstandings of all the Lenders would exceed the Aggregate U.S. Commitments; provided provided, further, that the Swing Line Lender shall not be required to (but it may) make a Swing Line Loan to refinance, in whole or in part, refinance an outstanding Swing Line Loan. Within During the foregoing limits Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and subject to reborrowing, all in accordance with the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow hereof. Swing Line Loans shall be ABR Loans. Immediately upon the making , Euro Cost of a Funds Loans, Sterling Cost of Funds Loans or Alternate Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product Foreign Currency Cost of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)Funds Loans only.

Swing Line Commitment. Subject to the terms and conditions set forth herein--------------------- hereof, the Swing Line Lender in its individual capacity agrees to make swing line loans in Dollars, Euros or Sterling (or, at the option of the Swing Line Lender, in reliance upon the agreements of the any other Lenders set forth in this Section 2.1(c), agrees to make Alternative Currency) ("Swing Line Loans Loans") to the Borrowers Borrower on ---------------- any Business Day from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $25,000,000; provided, however, that will not result in (and upon each such no event may the amount of any -------- ------- Borrowing of Swing Line Loans, Loans (A) exceed the Borrower Agent shall be deemed Total Available Domestic Revolving Commitment immediately prior to represent and warrant such Borrowing (after giving effect to the Lenders that use of proceeds thereof) or (B) cause the outstanding Domestic Revolving Loans of any Lender, when added to such Borrowing will not result in) (i) Lender's Domestic Revolver Pro Rata Share of the aggregate principal amount of then outstanding Swing Line Loans exceeding and Domestic Revolver Pro Rata Share of the aggregate LC Obligations (exclusive of Unpaid Drawings relating to LC Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Domestic Revolving Loans or Swing Line Loans) to exceed such Lender's Domestic Revolving Commitment. Amounts borrowed by the Borrower under this Section 2.1(e)(i) may be repaid and, (ii) to but ----------------- excluding the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Revolver Termination Date, reborrowed. Swing Line Lender Loans (x) made in Dollars shall be maintained as Base Rate Loans and (y) made in an Alternative Currency shall be maintained at the applicable Quoted Rate, and, notwithstanding Section 2.6, in each case shall not be required entitled to make a Swing Line Loan to refinance, in whole or in part, an outstanding Swing Line be converted into any other ----------- Type of Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan).

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make Swing Line Loans swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, PROVIDED that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time, and PROVIDED, FURTHER, that no Swing Line CommitmentLoan may be made if, (ii) after giving effect thereto, a Borrowing Base Deficiency would exist. Amounts borrowed by the sum of Company under this subsection 3.4 may be repaid and, through but excluding the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Credit Termination Date, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 p.m., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Company by crediting the account of the Company at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans ("Swing Line Loans Loans") to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $200,000,000, provided that will not result in (and upon each such Borrowing of Swing Line Loans, the Borrower Agent shall be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time. During the Commitment Period, the Borrower may use the Swing Line Commitment CREDIT AGREEMENT by borrowing, prepaying the Swing Line Loans exceeding in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Commitment, (ii) Loans shall bear interest based upon the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of ABR and shall not be entitled to be converted into loans that bear interest at any Class of Commitments exceeding the aggregate Commitments of such Class; provided that other rate. The Borrower shall give the Swing Line Lender shall not irrevocable notice (which notice must be required received by the Swing Line Lender prior to make a 11:00 A.M., New York City time, on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof). The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to refinancethe Borrower at the office of the Swing Line Lender by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may, at any time and from time to time, prepay the Swing Line Loans, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from by notifying the Swing Line Lender a risk participation prior to 11:00 A.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $50,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line LenderLender agrees, in reliance upon so long as the agreements Administrative Agent has not received notice that an Event of the other Lenders set forth in this Section 2.1(c)Default has occurred and is continuing, agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrowers Company from time to time on any Business Day during the Revolving Availability Period, in Dollars Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, provided that will not result in (and upon each such Borrowing of no Swing Line Loans, the Borrower Agent shall Loan may be deemed to represent and warrant to the Lenders that such Borrowing will not result in) (i) made if the aggregate principal amount of outstanding the Swing Line Loans exceeding to be made would exceed the aggregate Available Revolving Credit Commitments at such time, and provided, further, that no Swing Line CommitmentLoan may be made if, (ii) after giving effect thereto, a Borrowing Base Deficiency would exist. Amounts borrowed by the sum of Company under this subsection 3.4 may be repaid and, through but excluding the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that Credit Termination Date, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender shall not irrevocable notice (which notice must be required to make a received by the Swing Line Loan Lender prior to refinance3:00 p.m., in whole or in part, an outstanding Swing Line Loan. Within New York City time) on the foregoing limits and subject to requested Borrowing Date specifying the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making amount of a each requested Swing Line Loan, each Lender which shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from in an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender a risk participation in such to the Company by crediting the account of the Company at the office of the Swing Line Loan in an amount equal to the product Lender with such proceeds. The proceeds of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation Loans may be used solely for the purposes referred to in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)subsection 3.3.

Swing Line Commitment. (a) Subject to the terms and conditions set forth hereinhereof, the each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), Lender agrees to make swing line loans (“Swing Line Loans Loans”) to the Borrowers Borrower from time to time on any Business Day during the Revolving Availability Period, in Dollars Commitment Period in an aggregate principal amount at any one time outstanding that will not result in (and upon to exceed the amount of each such Borrowing of Swing Line LoansLender’s Swing Line Commitment, the Borrower Agent shall be deemed to represent and warrant to the Lenders provided that such Borrowing will not result in) (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time and (ii) the aggregate principal amount of all Swing Line Loans outstanding at any one time shall not exceed $1,400,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $1,400,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Borrower may designate one or more of the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such ClassCommitment Shortfall; provided that no Lender may be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall be reduced as follows: (x) upon any reduction of the Commitment of any Lender that is also a Swing Line Lender pursuant to Section 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall bear interest based upon the ABR and shall not be entitled to be converted into loans that bear interest at any other rate. The Borrower shall give the relevant Swing Line Lender (with a copy to the Managing Administration Agent) irrevocable notice (which notice must be received by the Swing Line Lender shall not be required prior to make a 4:00 P.M., New York City time, on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $100,000 or a whole multiple of $50,000 in excess thereof). The proceeds of the Swing Line Loan will be made available by such Swing Line Lender to refinancethe Borrower at the office of such Swing Line Lender by 5:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at such office with such proceeds. The Borrower may, at any time and from time to time, prepay the Swing Line Loans of such Swing Line Lender, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinwithout premium or penalty, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the by notifying such Swing Line Lender a risk participation prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such Swing Line Loan notice shall be due and payable on the date specified therein. Partial prepayments shall be in an amount equal to the product of such Lender’s Pro Rata Percentage times the aggregate principal amount of such Swing Line Loan (it being understood that no Lender shall acquire $100,000 or a risk participation whole multiple of $50,000 in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan)excess thereof.

Swing Line Commitment. Subject to the terms and conditions set forth hereinhereof, the each Swing Line LenderLender agrees that, in reliance upon the agreements of the other Lenders set forth in this Section 2.1(c), agrees to make Swing Line Loans to the Borrowers from time to time on any Business Day during the Revolving Availability Credit Commitment Period, it will make available to the Borrower in Dollars in an aggregate principal amount at any time outstanding that will not result in the form of swing line loans (and upon each such Borrowing of “Swing Line Loans”) in each case, a portion of the credit otherwise available to the Borrower Agent shall be deemed to represent and warrant to under the Lenders Revolving Credit Commitments; provided that such Borrowing will not result in) (ii)(x) the aggregate principal amount of outstanding Swing Line Loans exceeding the made by such Swing Line Lender outstanding at any time shall not exceed such Swing Line Lender’s Swing Line Commitment, (y) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Sublimit (in each case, notwithstanding that each Swing Line Lender’s Swing Line Loans outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Sublimit then in effect) and (z) the aggregate principal amount of Swing Line Loans made by such Swing Line Lender outstanding at any time, together with its L/C Obligations in respect of Letters of Credit and its other outstanding Revolving Credit Loans hereunder, shall not exceed such Swing Line Lender’s Revolving Credit Commitment then in effect, (ii) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments or (iii) the total Revolving Exposures of any Class of Commitments exceeding the aggregate Commitments of such Class; provided that the Borrower shall not request, and each Swing Line Lender shall not be required to make a make, any Swing Line Loan if, after giving effect to refinance, in whole or in part, an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swing Line Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Percentage times the amount of such Swing Line Loan (it being understood that no Lender shall acquire a risk participation in a Swing Line Loan attributable to any Commitment which expired or was terminated prior to the date of the making of such Swing Line Loan), the aggregate amount of the Available Revolving Credit Commitments would be less than zero and (iii) the Total Revolving Extensions of Credit shall at no time exceed the Maximum Facility Availability at such time. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only.