Common use of Swing Line Advances Clause in Contracts

Swing Line Advances. (i) On the terms and conditions set forth in this Agreement, the Swing Line Lender agrees to, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance, except that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, the Swing Line Lender shall give notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. (ia) On The Borrower may prior to the terms and conditions ------------------- Termination Date, as set forth in this AgreementSection, request the Swing Line Lender agrees toto make, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of and the Swing Line AdvanceLender may in its sole and absolute discretion prior to the Termination Date make, except that no Swing Line Advance may mature after Advances to the Maturity Date)Borrower, bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount at any one time outstanding, not to exceed exceeding $10,000,000 (the "Swing Line Sublimit outstanding at any time; Cap"), provided that the sum of that: (A1) the aggregate principal amount of all Swing Line Advances, together with the aggregate principal amount of all outstanding Revolving Advances plus Advances, Undrawn Amounts and Letter of Credit Advances, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (B2) the aggregate principal amount of outstanding all Swing Line Advances plus (C) and Advances of the Swing Line Lender, together with the Swing Line Lender's Pro Rata Share of the aggregate outstanding principal amount of all Letter of Credit Exposure shall never Advances and Undrawn Amounts will not exceed the lesser amount of its Commitment. (1b) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall Except as may otherwise be made agreed upon by the Swing Line Lender if and the statements set forth Borrower, when the Borrower wishes to request a Swing Line Advance, it shall give the Agent notice substantially in Section 3.02 are not true in all material respects the form of Exhibit L hereto (a "Swing Line Advance Request") so as to be received no later than 11:00 A.M. (Greenville, South Carolina time) on or before the date of the proposed Swing Line Advance proposed therein (or such other time and date as the Borrower and the Swing Line Lender may agree), specifying: (i) the proposed date of such Swing Line Advance, it being agreed by which shall be a Domestic Business Day (the Borrowers that "Borrowing Date"); and (ii) the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds aggregate amount of such Swing Line Advance Advance, which shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay be at least $50,000 (in whole or in partlarger multiples of $10,000) and reborrow Swing Line Advancesbut shall not cause the limits specified in Section 2.15(a) to be violated. (iic) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly shall make the amount of such Swing Line Advance available to the applicable Borrower at on such date by depositing the Administrative Agent’s Accountsame, if anyin immediately available funds, or such other in an account as such of the Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to maintained with the Swing Line Lender, the Swing Line Lender shall give notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (ivd) Subject to the limitations contained in this Agreement, the Borrower may borrow under this Section 2.15, prepay and reborrow under this Section 2.15 at any time before the Termination Date. (e) At any time before or after a Default or an Event of Default has occurred and is continuingtime, if upon the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option request of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from each Bank other than the Swing Line Lender shall, on the Domestic Business Day after such request is made, purchase a participation participating interest in such Swing Line Advance, in either case Advances in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance its ratable share (based upon its respective Commitment) of such Swing Line Advances. The Administrative Agent shall notify On such Domestic Business Day, each such Lender of the amount of such participation, and such Lender Bank will immediately transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such noticeLender, in immediately available funds, the amount of such its participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent Swing Line Lender has received from any Lender such Lender’s Revolving Advance or Bank its participating interest in a Swing Line AdvanceLoan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay distribute to such Lender Bank 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 Revolving Advance or Bank's participating interest was outstanding and funded); provided, which payment shall be subject to repayment by such Lender if however, -------- ------- that in the event that such payment received by the Administrative Agent is required to be returned, such Bank will return to the Agent any portion thereof previously distributed by the Agent to it. Each Lender’s Bank's obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, : (Ai) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against the Swing Line Lender, the Administrative Agent Lender requesting such purchase or any other Person for any reason whatsoever; (Bii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (Ciii) any adverse change in the occurrence condition (financial or otherwise) of the Borrower, any Material Adverse EffectGuarantor or any other Person; (Div) any breach of this Agreement by any Loan Party or any other LenderLoan Documents by the Borrower, any Guarantor or any other Bank; or (Ev) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vif) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice Notwithstanding anything contained in this Agreement to the Administrative Agentcontrary, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that facility contained in this Section 2.15 shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, terminate immediately upon: (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and BB&T's removal or resignation as Agent; or (ii) references herein and in termination of the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor Commitments (whether at maturity or to any previous Swing Line Lender, as the context shall requireotherwise).

Swing Line Advances. (1) Each Swing Line Advance shall be in a minimum amount of U.S. $500,000 and in an integral multiple of U.S. $100,000, shall bear interest at the ABR Rate and shall be made upon notice given not later than 10:00 a.m. (New York time) by the applicable Revolving Credit Borrower to the Administrative Agent and the applicable Swing Line Lender. Each notice of a Swing Line Advance shall be in substantially the form of Schedule 1, shall be irrevocable and binding on the applicable Revolving Credit Borrower once given by it to the Administrative Agent and the applicable Swing Line Lender, and shall specify (i) On the terms and conditions set forth in this Agreement, the Swing Line Lender agrees to, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance, except that no (ii) the amount of the Swing Line Advance may mature after and (iii) the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount maturity of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of Advance (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance which maturity shall be made by no later than the Swing Line Lender if seventh day after the statements set forth in Section 3.02 are not true in all material respects on the requested date of such Swing Line Advance, it being agreed by the Borrowers that the giving ). Upon fulfilment of the applicable Notice of Borrowing and the acceptance by conditions set forth in Article 5, the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advancewill, promptly confirmed by a completed and executed Notice of Borrowing telecopied upon notice to the Administrative Agent. The Swing Line Lender will promptly , make the Swing Line Advance such funds available to the applicable Revolving Credit Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall directin accordance with Article 2. (iii2) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, the Each Swing Line Lender shall give may, at any time in its sole and absolute discretion, request on behalf of the applicable Revolving Credit Borrower (and such Revolving Credit Borrower hereby irrevocably authorizes each Swing Line Lender to so request on its behalf), upon notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of by such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 no later than 10 a.m. (New York time) on the date applicable date, that each Revolving Credit Lender make an ABR Advance in an amount equal to such Borrowing is Revolving Credit Lender’s pro rata share of the amount of Swing Line Advances made by such Swing Line Lender then outstanding. Such request shall be deemed to be made. Each Lender shall, regardless a Borrowing Notice for purposes hereof and shall be made in accordance with the provisions of whether Section (1) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02 5.02 (except that the applicable Revolving Credit Borrower shall not be deemed to have been met at made any representations and warranties). (3) If for any reason any Swing Line Advance cannot be refinanced by a Borrowing as contemplated by Section 3.06(2), the time request for ABR Advances, as the case may be, submitted by the Swing Line Lender as set forth in Section 3.06(2) shall be deemed to be a request by such Swing Line Lender that each of such Borrowing the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and regardless of whether there exists any Default or Event of Default, make its each Revolving Advance available Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York timepursuant to Section 3.06(2) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation deemed payment in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount respect of such participation. (v4) If and to the extent that any such Revolving Credit Lender shall not have so made the amount of its Revolving pro rata share of such Swing Line Advance or its percentage participation available to the Administrative Agent pursuant to this in accordance with the provisions of Section 2.01(b3.06(2), such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon thereon, for each day from such the date of the applicable Borrowing Notice delivered by the Swing Line Lender until the date such amount is paid to the Administrative Agent, for the account of the applicable Swing Line Lender, at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Rate. (5) Each Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Credit Lender’s obligation to make Revolving ABR Advances or to purchase such participating interests and fund risk participations in a Swing Line Advance pursuant to this Section 2.01(b) 3.06 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, including (Ai) any set-off, counterclaim, recoupment, defense defence or other right which such Revolving Credit Lender or any other Person may have against the Swing Line Lender, the Administrative Agent applicable Revolving Credit Borrower or any other Person for any reason whatsoever; , (Bii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; Default, or (Eiii) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. Each Swing Line Advance; provided, once so participated by any however, that each Revolving Credit Lender, shall cease ’s obligation to be a Swing Line Advance with respect make ABR Advances pursuant to that amount for purposes of this Agreement, but shall continue Section 3.06 is subject to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations satisfaction of the retiring Swing Line Lender and conditions set forth in Section 5.02 (except that the retiring Swing Line Lender applicable Revolving Credit Borrower shall not be discharged from its obligations deemed to make additional Swing Line Advances hereunderhave made any representations or warranties). At No funding of risk participations shall relieve or otherwise impair the time such resignation or removal shall become effective, unless assumed by obligation of the replacement Swing Line Lender, the Borrowers shall pay all outstanding applicable Revolving Credit Borrower to repay Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall requireprovided herein.

Swing Line Advances. (i) On the terms and conditions set forth in this Agreement, the The Swing Line Lender agrees toagrees, on the terms ------------------- and conditions hereinafter set forth, to make advances (each a "SWING LINE ---------- ADVANCE") to the Borrower from time-to-time to time on any Business Day before during the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day ------- period upon the due date of from the Swing Line Advance, except that no Swing Line Advance may mature after Commitment Commencement Date until the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, Commitment Termination Date in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit Lender's Unused Swing Line Commitment on such Business Day; provided, however, that the Swing Line -------- ------- Lender shall not make any Swing Line Advance if, after giving effect to such Swing Line Advance, the aggregate principal amount of all outstanding at any time; provided that Swing Line Advances would exceed the remainder of the Borrowing Base Amount then in effect minus the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus the Letter of Credit Obligations ----- then outstanding, and (B) the aggregate principal amount of outstanding the Revolving Advances then outstanding. Each Swing Line Borrowing shall consist of Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender if and shall be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof. Immediately upon the statements set forth in Section 3.02 are not true in all material respects on the date making of such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such each Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, the Swing Line Lender shall give notice be deemed to the Administrative Agent have sold and transferred to request each Lender, including and each Lender shall be deemed to have purchased and received from the Swing Line Lender, to make a Revolving in each case irrevocably and without any further action by any party, an undivided interest and participation in such Swing Line Advance and the Obligations of the Borrower under this Agreement in respect thereof in an amount equal to such Lender’s 's Pro Rata Share of the outstanding principal balance of such Swing Line Advance, provided, -------- however, that (i) no Lender shall be required to fund its participation in any ------- such Swing Line Advance outstanding on the date such notice until demand therefor is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York timepursuant to Section 2.02(f)(ii) on the date requestedhereof, and each Borrower hereby irrevocably instructs the Swing Line (ii) no Lender shall be entitled to apply the proceeds share in any payments of principal or interest in respect of its participation in any such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at except to the sole option extent set forth in Section 2.02(f)(ii) hereof with respect to any such participation which has been funded by such Lender as provided therein. Within the limits of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the 's Unused Swing Line Lender a participation Commitment in such Swing Line Advance, in either case in an amount equal effect from time to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available fundstime, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to Borrower may borrow under this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests prepay pursuant to Section 2.05 and reborrow under this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance). (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. (i) On the terms and conditions set forth in this Agreement, the Swing Line Lender agrees to, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance, except that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Each Swing Line Advance shall be made funded directly by the Swing Line Lender if to the statements set forth in Section 3.02 are not true in all material respects on Borrower. Immediately upon the date making of such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such each Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, the Swing Line Lender shall give notice be deemed to the Administrative Agent have sold and transferred to request each Revolving Lender, including and each Revolving Lender shall be deemed to have purchased and received from the Swing Line Lender, to make a Revolving in each case irrevocably and without any further action by any party, an undivided interest and participation in such Swing Line Advance and the Obligations of the Borrower under this Agreement in respect thereof in an amount equal to such Revolving Lender’s 's Pro Rata Share of the outstanding principal balance of Share, PROVIDED, HOWEVER, that (1) no Revolving Lender shall be required to fund its participation in any such Swing Line Advance outstanding on until demand therefor is made by the date such notice is given Agent pursuant to Section 2.2(b)(ii)(C) hereof, and such Advance (2) no Revolving Lender shall be deemed entitled to be a Base Rate share in any payments of principal or interest in respect of its participation in any such Swing Line Advance made pursuant except to the extent set forth in Section 2.2(b)(ii)(C) hereof with respect to any such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwiseparticipation which has been funded by such Lender as provided therein. (B) The Agent may, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account upon request of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York the Agent shall, at any time and from time to time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing give to the payment Revolving Lenders a Notice of Borrowing on behalf of the outstanding Swing Line Borrower for Revolving Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either each case in an amount equal to such Lender’s Pro Rata Share the aggregate amount of the outstanding principal balance of such Swing Line AdvancesAdvances then owing by the Borrower (or such lesser amount as the Agent or the Swing Line Lender shall specify). The Administrative Upon receipt of any such Notice of Borrowing, each Revolving Lender shall (whether or not the conditions set forth in Section 4.2 are then satisfied), on or before the time specified by the Agent (which in no event shall notify each be earlier than 10:00 a.m. nor later than 2:00 p.m. (Dallas, Texas time) on the Business Day following the date on which such Lender Notice of the amount of such participationBorrowing is given), and such Lender will transfer to the Administrative Agent make available for the account of its Applicable Lending Office to the Agent such Lender's ratable portion of such Revolving Borrowing by depositing same day funds in the Agent's Account. The proceeds of any such Borrowing shall be distributed by the Agent to the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to Section 2.2(b)(ii)(E)) as a prepayment or repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances of all or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against a portion of the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed then owing by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall requireBorrower.

Swing Line Advances. (ia) On the terms and conditions set forth in this Agreement, the Swing Line Advances may be made by Swing Line Lender agrees toto Borrower if Swing Line Lender, in its sole discretion, elects to do so, under a swing line facility ("Swing Line Advances" and "Swing Line Facility" respectively), from time-to-time to time on any a Business Day before prior to the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance, except that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount (i) not to exceed at any time outstanding the Swing Line Commitment and (ii) not to exceed the Swing Line Sublimit outstanding at any time; provided that aggregate unused portion of the sum Revolving Credit Commitment as of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding such date. Swing Line Advances plus (C) the Letter may be made, in Swing Line Lender's sole discretion, pursuant to that certain Line of Credit Exposure shall never exceed Sweep Agreement and that certain Business Sweep Services Agreement entered into between Borrower and SunTrust Bank (collectively, together with any other documents executed in connection therewith, the lesser "Sweep Agreement") substantially in the form attached as Exhibit D hereto. Within the limits of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of such Swing Line AdvanceFacility, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account so long as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, in its sole discretion, elects to make Swing Line Advances, Borrower may borrow and reborrow amounts repaid. (b) Immediately upon the making of each Swing Line Advance, the Swing Line Lender shall give notice be deemed to the Administrative Agent have sold and transferred to request each Lender, including and each Lender shall be deemed to have purchased and received from the Swing Line Lender, to make a Revolving in each case irrevocably and without any further action by any party, an undivided interest and participation in such Swing Line Advance and the obligations of the Borrower under this Agreement in respect thereof in an amount equal to the product of (x) such Lender’s Pro Rata Share of 's Specified Percentage times (y) the outstanding principal balance amount of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance Advance. Upon demand made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemedeach Lender shall, without further action by any Personaccording to its Specified Percentage, promptly provide to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case its purchase price therefor in an amount equal to such Lender’s Pro Rata Share its participation therein. Upon payment of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such purchase price by a Lender of for its participation in the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay Lender shall be entitled to such Lender receive its participating interest in such amount (appropriately adjusted, in the case pro rata share of interest paymentson the Swing Line Advance from the date of payment until repaid, to reflect the period extent such interest is actually received. The obligations of time during which such Lender’s Revolving Advance or participating interest was outstanding and funded), which payment shall be subject each Lender to repayment by such provide its purchase price to Swing Line Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional unconditional, and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense default or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or any other occurrence or event. If any Lender shall fail to make such payment when due, such Lender shall pay interest thereon until paid at the termination of the Revolving Commitments; Federal Funds Rate. (Cc) the occurrence The failure by any Lender to make available its Specified Percentage of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or Swing Line Advance hereunder shall not relieve any other Lender; or (E) Lender of its obligation, if any, to make available its Specified Percentage of any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance. In no event, once so participated by any Lenderhowever, shall cease any Lender be responsible for the failure of any other Lender to be a make available any portion of any Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. (i) On The Swing Line Lender agrees, on the terms and conditions hereinafter set forth in this Agreementforth, the to make advances (each a "Swing Line Lender agrees to, Advance") to the Borrower from time-to-time to time on any Business Day before during the Maturity Date, make advances (“Swing Line Advances”) in Dollars to period from the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon Closing Date until the due date of the Swing Line Advance, except that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, Termination Date in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Lender's Unused Swing Line Commitment on such Business Day. Each Swing Line Borrowing shall consist of Base Rate Advances plus (C) and shall be in an amount equal to $1,000,000 or an integral multiple of $500,000 in excess thereof. Immediately upon the Letter making of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no each Swing Line Advance shall be made by the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, the Swing Line Lender shall give notice be deemed to the Administrative Agent have sold and transferred to request each Lender, including and each Lender shall be deemed to have purchased and received from the Swing Line Lender, to make a Revolving in each case irrevocably and without any further action by any party, an undivided interest and participation in such Swing Line Advance and the Obligations of the Borrower under this Agreement in respect thereof in an amount equal to such Lender’s 's Pro Rata Share of the outstanding principal balance of such Swing Line Advance; provided, however, that (i) no Lender shall be required to fund its participation in any such Swing Line Advance outstanding on until demand therefor is made by the date such notice is given Agent pursuant to Section 2.02(f)(ii) hereof, and such Advance (ii) no Lender shall be deemed entitled to be a Base Rate Advance made pursuant to share in any payments of principal or interest in respect of its participation in any such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at except to the sole option extent set forth in Section 2.02(f)(ii) hereof with respect to any such participation which has been funded by such Lender as provided therein. Within the limits of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the 's Unused Swing Line Lender a participation Commitment in such Swing Line Advance, in either case in an amount equal effect from time to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available fundstime, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to Borrower may borrow under this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests prepay pursuant to Section 2.05 and reborrow under this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance). (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. (i) On Upon the terms and satisfaction of the conditions set forth in this AgreementSection 3, the Swing Line Lender agrees to, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods extent applicable, BKB will make available to the Borrower the amount of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance, except that no any Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower electsthat BKB determines, in an amount not less than $1,000,000.00 (or if lessits sole discretion, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respectsmake. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event If any Swing Line Advance is not repaid on the date due when due, upon written demand by BKB given to the Swing Line Agent and each other Lender, the Swing Line each other Lender shall give notice purchase from BKB, and BKB shall sell and assign to the Administrative Agent to request each such Lender, including the Swing Line such other Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance 's PRO RATA share (based on its Commitment) of such unpaid Swing Line Advance outstanding on as of the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing advance, by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance making available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each LenderAgent, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such noticeits head office, in immediately available funds, an amount equal to the PRO RATA portion of outstanding principal amount of such Swing Line Advance to be purchased by such other Lender. The Borrowers hereby agree to each such sale and assignment. Each such Lender agrees to make such purchase of its share of the unpaid Swing Line Advance on (i) the Business Day on which such demand is made by BKB, PROVIDED that notice of such demand is given not later than 12:00 noon (Boston time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment, BKB represents and warrants to each such other Lender that BKB is the legal and beneficial owner of the interest in such Swing Line Advance being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance. If any such other Lender makes available to the Agent such amount on a date after the date such interest is to be assigned to it, such Lender shall pay to BKB on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by BKB for federal funds acquired by BKB during each day included in such period, TIMES (ii) the amount to have been paid by such Lender on such purchase date, TIMES (iii) a fraction, the numerator of which is the number of days that elapse from and including the date scheduled for such purchase to the date on which the amount of such participation. (v) If Lender's Commitment Percentage of such unpaid Swing Line Advance shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the amount due and owing to BKB by such Lender, absent manifest error. When such Lender shall not have so made its Revolving Advance or its percentage participation available pay such amount to the Administrative Agent pursuant to this Section 2.01(b)for the account of BKB, such Lender agrees to pay interest thereon for each day from such date until the date such amount so paid in respect of principal shall constitute a Revolving Credit Loan which is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to a Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment Loan made by such Lender if on such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount date for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. (1) Each Swing Line Advance shall be in a minimum amount of U.S. $500,000 and in an integral multiple of U.S. $100,000, shall bear interest at the ABR Rate and shall be made upon notice given not later than 10:00 a.m. (New York time) by the applicable Revolving Credit Borrower to the Administrative Agent and the applicable Swing Line Lender. Each notice of a Swing Line Advance shall be in substantially the form of Schedule 1, shall be irrevocable and binding on the applicable Revolving Credit Borrower once given by it to the Administrative Agent and the applicable Swing Line Lender, and shall specify (i) On the terms and conditions set forth in this Agreement, the Swing Line Lender agrees to, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance, except that no (ii) the amount of the Swing Line Advance may mature after and (iii) the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount maturity of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of Advance (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance which maturity shall be made by no later than the Swing Line Lender if seventh day after the statements set forth in Section 3.02 are not true in all material respects on the requested date of such Swing Line Advance, it being agreed by the Borrowers that the giving ). Upon fulfilment of the applicable Notice of Borrowing and the acceptance by conditions set forth in Article 5, the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advancewill, promptly confirmed by a completed and executed Notice of Borrowing telecopied upon notice to the Administrative Agent. The Swing Line Lender will promptly , make the Swing Line Advance such funds available to the applicable Revolving Credit Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall directin accordance with Article 2. (iii2) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, the Each Swing Line Lender shall give may, at any time in its sole and absolute discretion, request on behalf of the applicable Revolving Credit Borrower (and such Revolving Credit Borrower hereby irrevocably authorizes each Swing Line Lender to so request on its behalf), upon notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of by such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 no later than 10 a.m. (New York time) on the date applicable date, that each Revolving Credit Lender make an ABR Advance in an amount equal to such Borrowing is Revolving Credit Lender’s pro rata share of the amount of Swing Line Advances made by such Swing Line Lender then outstanding. Such request shall be deemed to be made. Each Lender shall, regardless a Borrowing Notice for purposes hereof and shall be made in accordance with the provisions of whether Section 3.02 (1) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 3.02 5.02 (except that the applicable Revolving Credit Borrower shall not be deemed to have been met at made any representations and warranties). (3) If for any reason any Swing Line Advance cannot be refinanced by a Borrowing as contemplated by Section 3.06(2), the time request for ABR Advances, as the case may be, submitted by the Swing Line Lender as set forth in Section 3.06(2) shall be deemed to be a request by such Swing Line Lender that each of such Borrowing the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and regardless of whether there exists any Default or Event of Default, make its each Revolving Advance available Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York timepursuant to Section 3.06(2) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation deemed payment in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount respect of such participation. (v4) If and to the extent that any such Revolving Credit Lender shall not have so made the amount of its Revolving pro rata share of such Swing Line Advance or its percentage participation available to the Administrative Agent pursuant to this in accordance with the provisions of Section 2.01(b3.06(2), such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon thereon, for each day from such the date of the applicable Borrowing Notice delivered by the Swing Line Lender until the date such amount is paid to the Administrative Agent, for the account of the applicable Swing Line Lender, at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Rate. (5) Each Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Credit Lender’s obligation to make Revolving ABR Advances or to purchase such participating interests and fund risk participations in a Swing Line Advance pursuant to this Section 2.01(b) 3.06 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, including (Ai) any set-off, counterclaim, recoupment, defense defence or other right which such Revolving Credit Lender or any other Person may have against the Swing Line Lender, the Administrative Agent applicable Revolving Credit Borrower or any other Person for any reason whatsoever; , (Bii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; Default, or (Eiii) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. Each Swing Line Advance; provided, once so participated by any however, that each Revolving Credit Lender, shall cease ’s obligation to be a Swing Line Advance with respect make ABR Advances pursuant to that amount for purposes of this Agreement, but shall continue Section 3.06 is subject to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations satisfaction of the retiring Swing Line Lender and conditions set forth in Section 5.02. No funding of risk participations shall relieve or otherwise impair the retiring Swing Line Lender shall be discharged from its obligations obligation of the applicable Revolving Credit Borrower to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding repay Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall requireprovided herein.

Swing Line Advances. (i) On The Swing Line Lender agrees, on the ------------------- terms and conditions hereinafter set forth in this Agreementforth, the to make advances (each a "Swing Line Lender agrees to, ---------- Advance") to the Borrower from time-to-time to time on any Business Day before during the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day ------- period upon the due date of from the Swing Line Advance, except that no Swing Line Advance may mature after Commitment Commencement Date until the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, Commitment Termination Date in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any timeLender's Unused Swing Line Commitment on such Business Day; provided provided, however, that the sum Swing Line -------- ------- Lender shall not make any Swing Line Advance if, after giving effect to such Swing Line Advance, a Borrowing Base Deficiency would result. Each Swing Line Borrowing shall consist of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender if and shall be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof. Immediately upon the statements set forth in Section 3.02 are not true in all material respects on the date making of such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such each Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, the Swing Line Lender shall give notice be deemed to the Administrative Agent have sold and transferred to request each Lender, including and each Lender shall be deemed to have purchased and received from the Swing Line Lender, to make a Revolving in each case irrevocably and without any further action by any party, an undivided interest and participation in such Swing Line Advance and the Obligations of the Borrower under this Agreement in respect thereof in an amount equal to such Lender’s 's Pro Rata Share of the outstanding principal balance of such Swing Line Advance, provided, however, that (i) no Lender shall be required to fund -------- ------- its participation in any such Swing Line Advance outstanding on the date such notice until demand therefor is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York timepursuant to Section 2.02(f)(ii) on the date requestedhereof, and each Borrower hereby irrevocably instructs the Swing Line (ii) no Lender shall be entitled to apply the proceeds share in any payments of principal or interest in respect of its participation in any such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at except to the sole option extent set forth in Section 2.02(f)(ii) hereof with respect to any such participation which has been funded by such Lender as provided therein. Within the limits of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the 's Unused Swing Line Lender a participation Commitment in such Swing Line Advance, in either case in an amount equal effect from time to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available fundstime, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to Borrower may borrow under this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests prepay pursuant to Section 2.05 and reborrow under this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance). (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. (ia) On The Borrower may prior to the terms and conditions Termination Date, as set forth in this AgreementSection, request the Swing Line Lender agrees toto make, from time-to-and the Swing Line Lender may in its sole and absolute discretion prior to the Termination Date make, Swing Line Advances to the Borrower, in an aggregate principal amount at any one time on any Business Day before outstanding, not exceeding $5,000,000 (the Maturity Date"Swing Line Cap"), make advances (“provided that the aggregate principal amount of all Swing Line Advances”) in Dollars to , together with the Borrowers for periods aggregate principal amount of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date all outstanding Advances, Undrawn Amounts and Letter of the Swing Line AdvanceCredit Advances, except that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount any one time outstanding shall not less than $1,000,000.00 (or if less, in exceed the aggregate amount of the remaining unused portion Commitments of all of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments Banks at such time and time. (2b) the Borrowing Base; and provided further than no Swing Line Advance shall Except as may otherwise be made agreed upon by the Swing Line Lender if and the statements set forth Borrower, when the Borrower wishes to request a Swing Line Advance, it shall give the Agent notice substantially in Section 3.02 are not true in all material respects the form of Exhibit N hereto (a "Swing Line Advance Request") so as to be received no later than 11:00 A.M. (Winston-Salem, North Carolina time) on or before the date of the proposed Swing Line Advance proposed therein (or such other time and date as the Borrower and the Swing Line Lender may agree), specifying: (i) the proposed date of such Swing Line Advance, it being agreed by which shall be a Domestic Business Day (the Borrowers that "Borrowing Date"); and (ii) the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds aggregate amount of such Swing Line Advance Advance, which shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay be at least $50,000 (in whole or in partlarger multiples of $10,000) and reborrow Swing Line Advancesbut shall not cause the limits specified in Section 2.15(a) to be violated. (iic) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly shall make the amount of such Swing Line Advance available to the applicable Borrower at on such date by depositing the Administrative Agent’s Accountsame, if anyin immediately available funds, or such other in an account as such of the Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to maintained with the Swing Line Lender, the Swing Line Lender shall give notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (ivd) Subject to the limitations contained in this Agreement, the Borrower may borrow under this Section 2.15, prepay and reborrow under this Section 2.15 at any time before the Termination Date. (e) At any time before or after a Default or an Event of Default has occurred and is continuingtime, if upon the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option request of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from each Bank other than the Swing Line Lender shall, on the Domestic Business Day after such request is made, purchase a participation participating interest in such Swing Line Advance, in either case Advances in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance its ratable share (based upon its respective Commitment) of such Swing Line Advances. The Administrative Agent shall notify On such Domestic Business Day, each such Lender of the amount of such participation, and such Lender Bank will immediately transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such noticeLender, in immediately available funds, the amount of such its participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent Swing Line Lender has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.Bank its

Swing Line Advances. (i) On 4.4.1 Subject to the terms and conditions set forth in of this Agreement, the Swing Line Lender agrees to, from time-to-time to make Swing Line Advances to the Borrower on any Business Day before from time to time prior to the Maturity Conversion Date, make advances (“. Swing Line Advances”Advances may be made or drawn by way of overdrafts on the Borrower's account with the Swing Line Lender or by way of irrevocable same Business Day telephone notice at or before 11:00 A.M. (Montreal time) in Dollars followed by the delivery on the same day of a written notice of confirmation. 4.4.2 The proceeds of Swing Line Advances may be used by the Borrower for any purpose for which other Advances under Facility A may be used. 4.4.3 The Swing Line Advances shall be immediately repaid by the Borrower if the Swing Line Loan to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon Borrower at any time exceeds the due date maximum of the Swing Line AdvanceAdvances, except that either by the Borrower submitting a Notice of Borrowing to request a new Advance or by the Agent advising the Lenders of a deemed Notice of Borrowing for the same purpose, which Notice of Borrowing the Agent is hereby expressly authorized (but in no Swing Line Advance may mature after the Maturity Date)way obliged) to issue. In any event, bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Loan resulting from each Swing Line Advance shall be made by repaid not more than seven (7) days following such Advance. 4.4.4 If the Swing Line Lender if no longer wishes to act as such, it shall notify the statements set forth in Section 3.02 are Borrower, the other Lenders and the Agent not true in all material respects on less than 15 days prior to the date of such Swing Line Advance, on which it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject proposes to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for cease acting as a Swing Line Advance shall be made pursuant to telephone Lender. In such event, the Borrower may designate a different Swing Line Lender by sending a notice to (a) the Swing Line Lender given who will no later than 2:00 p.m. longer act as such (New York time) on the date of the proposed "Retiring Swing Line AdvanceLender"), promptly confirmed by a completed and executed Notice of Borrowing telecopied to (b) the Administrative Agent. The new Swing Line Lender will promptly make who has agreed to act as such and (c) the Agent, not less than five (5) days prior to the date on which the replacement is to occur. The new Swing Line Lender shall make a Prime Rate Advance available to the applicable Borrower at Agent for the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to purpose of repaying the Swing Line Loan owed to the Retiring Swing Line Lender. 4.4.5 If an Event of Default shall have occurred, other than an Event of Default under subsection 14.1.4, or if no Lender wishes to act as a replacement for the Retiring Swing Line Lender (in such case, the Swing Line Lender is herein referred to as the "Former Swing Line Lender"), the Borrower shall give notice be deemed to have made a request for a Prime Rate Advance and each Lender shall make a Prime Rate Advance available to the Administrative Agent for the purpose of repaying the principal amount of the Swing Line Loan owed to request each Lender, including the Former Swing Line Lender, in the amount of such Lender's percentage Commitment multiplied by the amount of the outstanding Swing Line Loan owing to the Former Swing Line Lender (the "Lender Swing Line Repayments"). In such event, the Borrower's right to obtain Swing Line Advances will cease and the amounts outstanding thereunder will continue to form part of the Loans. However, if a Default under subsection 14.1.4 of this Agreement shall have occurred and be continuing, or if an Event of Default under subsection 14.1.4 shall have occurred, the Lenders shall not make such Lender Swing Line Repayments and the provisions of subsection 4.4.6 shall apply. 4.4.6 If, before the making of a Revolving Advance Lender Swing Line Repayment under subsection 4.4.5, a Default under subsection 14.1.4 shall have occurred and be continuing or an Event of Default under subsection 14.1.4 shall have occurred, each Lender will, on the date such Lender Swing Line Repayment was to have been made, purchase from the Former Swing Line Lender an undivided participating interest in the Swing Line Loans to be repaid, in an amount equal to such Lender’s Pro Rata Share its percentage Commitment multiplied by the amount of the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwiseLoans, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of immediately transfer such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available amount to the Administrative Agent for the benefit of the Former Swing Line Lender, in immediately available funds. In such event, the Borrower's right to obtain Swing Line Advances will cease and the amounts outstanding thereunder will continue to form part of the Loans. If at any time after any Lender Swing Line Repayment has been made, the Former Swing Line Lender receives any payment on account of the Swing Line Loans in respect of which such Lender in immediately available funds by 1:00 p.m. (New York time) on Swing Line Repayment has been made, the date requested, and each Borrower hereby irrevocably instructs the Former Swing Line Lender to apply the proceeds of such Borrowing will distribute to the payment Agent for the benefit of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay to such Lender its participating interest in Commitment multiplied by such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Advance or participating interest 's portion was outstanding and funded)) in like funds as received; provided, which payment shall be subject to repayment by such Lender however, that if such payment received by the Administrative Agent Former Swing Line Lender is required to be returned. , such Lender will return to the Agent for the benefit of the Former Swing Line Lender any portion thereof previously distributed by the Former Swing Line Lender to the Agent for the benefit of such Lender in like funds as such payment is required to be returned by such Former Swing Line Lender. 4.4.7 Each Lender’s 's obligation to make Revolving Advances Lender Swing Line Repayments or to purchase such a participating interests pursuant to this Section 2.01(b) interest in accordance with subsections 4.4.5 and 4.4.6 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A1) any set-off, compensation, counterclaim, recoupment, defense defence or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent Borrower or any other Person for any reason whatsoever; (B2) the occurrence or continuance of a any Default or an Event of Default Default; (3) any adverse change in the condition (financial or the termination otherwise) of the Revolving CommitmentsBorrower or any other Person; (C) the occurrence of any Material Adverse Effect; (D4) any breach of this Agreement by any Loan Party the Borrower or any other LenderPerson; (5) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Prime Rate Advance is to be made or participating interest is to be purchased or (E6) any other circumstancecircumstances, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line AdvanceIf any Lender does not make available the amount required under subsection 4.4.5 or 4.4.6, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender as the case may resign at any time by giving 60 days’ prior written notice to the Administrative Agentbe, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Former Swing Line Lender shall be discharged entitled to recover such amount on demand from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as thereon at the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to Prime Rate Basis from the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of non-payment until such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and amount is paid in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall requirefull.

Swing Line Advances. (ia) On The Company may request the Swing Line Bank to make, and the Swing Line Bank may from time to time, in its sole discretion, make, on the terms and conditions herein set forth in this Agreementforth, the Swing Line Lender agrees to, from time-to-time Advances to the Company on any Business Day during the period from the date hereof until the earlier of (i) the Termination Date and (ii) 30 days before the Maturity Date, make advances Commitment Termination Date in an aggregate amount not to exceed at any time outstanding the lesser of (“Swing Line Advances”i) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance, except that no Facility and (ii) the unused amount of the Commitments on such Business Day. (b) Each Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, Borrowing shall be in an a principal amount not less than $1,000,000.00 1,000,000. (or if lessc) Subject to the terms and conditions of this Agreement, in the Company may borrow under this Section 2.02, prepay pursuant to Section 2.10(a) and reborrow hereunder; provided, that no such reborrowing shall be permitted hereunder at any time if, after giving effect thereto, (i) the aggregate outstanding principal amount of Advances would exceed the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and or (2ii) the Borrowing Base; and provided further than no aggregate outstanding principal amount of Swing Line Advance shall be made by Advances would exceed the amount of the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of Facility at such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (iid) Each The Company may request for a Swing Line Advance shall be made pursuant to telephone notice to Borrowing from the Swing Line Lender given Bank under this Section 2.02 by delivering to the Administrative Agent and the Swing Line Bank, no later than 2:00 p.m. 12:00 noon (New York City time) on the date of the proposed Swing Line AdvanceBorrowing, promptly confirmed by a completed and executed notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing"), which shall be made by telecopier, telex or cable, in substantially the form of Exhibit B-2, specifying therein (i) the requested date of such Swing Line Borrowing telecopied (which shall be a Business Day), (ii) the requested amount of such Swing Line Borrowing, (iii) the requested maturity of such Swing Line Borrowing (which maturity shall be no later than the seventh day after the requested date of such Swing Line Borrowing) and (iv) the account of the Company to which the Administrative Agent. proceeds of such Swing Line Borrowing are to be made available. (e) The Swing Line Lender will promptly Bank shall, no later than 2:00 P.M. (New York City time) on the requested date of such Swing Line Borrowing notify the Administrative Agent and the Company of its decision whether or not to make the requested Swing Line Advance; provided that any failure by the Swing Line Bank to give such notice shall not cause the Swing Line Bank to be obligated to make such Swing Line Advance. (f) If the Swing Line Bank, in its sole discretion, elects to make such Swing Line Advance, it will (subject to the applicable conditions set forth in Article III) make the amount of such Swing Line Advance available to the applicable Borrower Company at the account specified in the relevant Notice of Swing Line Borrowing. (g) Upon demand by the Swing Line Bank through the Administrative Agent’s Account, each other Bank shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each other Bank, such other Bank's pro rata share (based upon such Bank's respective amount of the Commitments at such time or, if anythe Commitments have terminated, or such other account as Bank's respective amount of the Advances at such Borrower shall direct. (iiitime) The Borrowers and of the Lenders agree that in the event any amount of each outstanding Swing Line Advance is not repaid on the date due to (and related claims for accrued and unpaid interest thereon) made by the Swing Line LenderBank, by making available for the Swing Line Lender shall give notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share account of the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available Applicable Lending Office to the Administrative Agent for the account of the Swing Line Lender in immediately available funds Bank by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing deposit to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line AdvanceAdministrative Agent's Account, in either case in same day funds, an amount equal to such Lender’s Pro Rata Share the sum of (i) the portion of the outstanding principal balance amount of such Swing Line Advances to be purchased by such Bank plus (ii) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Swing Line Advances. The Administrative Agent shall notify each Each Bank's obligations to make such Lender of the amount of such participation, and such Lender will transfer payments to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. Bank under this paragraph (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(bg), such Lender agrees to pay interest thereon for each day from such date until and the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line AdvanceBank's right to receive the same, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including, without limitation, the failure of any other Bank to make its payment under this paragraph (A) any set-offg), counterclaim, recoupment, defense or other right which such Lender the financial condition of the Company or any other Person may have against the Swing Line LenderBorrower, the Administrative Agent or existence of any other Person for Default, the failure of any reason whatsoever; (B) of the occurrence or continuance of a Default or an Event of Default conditions set forth in Article III to be satisfied, or the termination of the Revolving Commitments; . Each such payment to the Swing Line Bank shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank agrees to purchase its pro rata share of such outstanding Swing Line Advances on (Ci) the occurrence Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any Material Adverse Effect; (D) any breach of this Agreement such assignment by any Loan Party or the Swing Line Bank to any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any Bank of a portion of the foregoing. Each Swing Line Advances, the Swing Line Bank represents and warrants to such other Bank that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance. If and to the extent that any Bank shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, once such Bank agrees to pay to the Administrative Agent for the account of the Swing Line Bank forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Bank shall pay to the Administrative Agent such amount for the account of the Swing Line Bank, such amount so participated by any Lender, paid in respect of principal shall cease to be constitute a Swing Line Advance with respect to that amount by such Bank for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance outstanding principal amount of any appointment as the Swing Line Lender hereunder Advances made by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender Bank shall be evidenced by an agreement entered into reduced by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall requireamount.

Swing Line Advances. (1) Each Swing Line Advance shall be in a minimum amount of U.S. $500,000 and in an integral multiple of U.S. $100,000, shall bear interest at the ABR Rate and shall be made upon notice given not later than 10:00 a.m. (New York time) by the applicable Revolving Credit Borrower to the Administrative Agent and the applicable Swing Line Lender. Each notice of a Swing Line Advance shall be in substantially the form of Schedule 1, shall be irrevocable and binding on the applicable Revolving Credit Borrower once given by it to the Administrative Agent and the applicable Swing Line Lender, and shall specify (i) On the terms and conditions set forth in this Agreement, the Swing Line Lender agrees to, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance, except that no (ii) the amount of the Swing Line Advance may mature after and (iii) the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount maturity of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of Advance (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance which maturity shall be made by no later than the Swing Line Lender if seventh day after the statements set forth in Section 3.02 are not true in all material respects on the requested date of such Swing Line Advance, it being agreed by the Borrowers that the giving ). Upon fulfilment of the applicable Notice of Borrowing and the acceptance by conditions set forth in Article 5, the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advancewill, promptly confirmed by a completed and executed Notice of Borrowing telecopied upon notice to the Administrative Agent. The Swing Line Lender will promptly , make the Swing Line Advance such funds available to the applicable Revolving Credit Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall directin accordance with Article 2. (iii2) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, the Each Swing Line Lender shall give may, at any time in its sole and absolute discretion, request on behalf of the applicable Revolving Credit Borrower (and such Revolving Credit Borrower hereby irrevocably authorizes each Swing Line Lender to so request on its behalf), upon notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of by such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 no later than 10 a.m. (New York time) on the date such Borrowing is to be made. Each applicable date, that each Revolving Credit Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving an ABR Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender pro rata share of the amount of Swing Line Advances made by such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advancesthen outstanding. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” Such request shall be deemed to refer be a Borrowing Notice for purposes hereof and shall be made in accordance with the provisions of Section 3.02 (1) without regard solely to such successor or the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 5.02 (except that the applicable Revolving Credit Borrower shall not be deemed to have made any previous Swing Line Lender, as the context shall requirerepresentations and warranties).

Swing Line Advances. (i) On In the event the Borrower desires to obtain a Swing ------------------- Line Loan subject to and upon the terms and conditions set forth in this Agreementherein, the Swing Line Lender agrees to, at any time and from time-to-time to time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance, except that no Swing Line Advance may mature and after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing this Agreement and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject prior to the other provisions hereofRevolving Credit Termination Date, each the Borrower may from time-to-time borrow, prepay either (in whole or in parti) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice give to the Swing Line Lender given no later than 2:00 p.m. (New York time) on an irrevocable written notice in the date form of the proposed a Swing Line Advance, promptly confirmed Borrowing Notice or telephonic notice followed immediately by a completed Swing Line Borrowing Notice; provided, however, that the failure by the Borrower to confirm -------- ------- any telephonic notice with a Swing Line Borrowing Notice shall not invalidate any notice so given; or (ii) borrow the Swing Line Loans in accordance with an automatic cash management arrangement between the Borrower and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower which shall direct. (iii) The Borrowers be in form and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due substance reasonably satisfactory to the Swing Line Lender, the Swing Line Lender shall give notice to and the Administrative Agent to request each Lender(any such agreement, including the Swing Line Lender, to make a Revolving Advance in "ABS --- Agreement"); provided that the acceptance of an amount equal to such Lender’s Pro Rata Share of automatic borrowing by the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance --------- -------- Borrower shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination representation that all of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 6.02 have been met at the time of satisfied both before and after giving effect to such Borrowing and regardless of whether there exists Swing Line Loan; provided further that in no case shall any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of Swing Line Loan be -------- ------- made under the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on Commitment if such funding would increase the date requested, and each Borrower hereby irrevocably instructs the aggregate Swing Line Lender Loans to apply the proceeds of such Borrowing to the payment an amount in excess of the outstanding Available Swing Line Advances. (iv) At any time before Commitment or after a Default or an Event if aggregate amounts of Default has occurred all Revolving Credit Loans and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at Loans outstanding would exceed the sole option of Available Revolving Credit Commitment. Notwithstanding the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Wheneverforegoing, at any time after when the Administrative Agent has received from any Lender such Lender’s Available Revolving Advance Credit Commitment is $10,000,000 or participating interest in a less, no Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment Loan shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, made hereunder without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to and the prior written consent of the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree such consent not to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall requireunreasonably withheld.

Swing Line Advances. (ia) On The Borrower may prior to the terms and conditions Termination Date, as set forth in this AgreementSection, request the Swing Line Lender agrees toto make, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of and the Swing Line AdvanceLender prior to the Termination Date will make, except that no Swing Line Advance may mature after Advances to the Maturity Date)Borrower, bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; one time outstanding, not exceeding $10,000,000, provided that the sum of that: (Ai) the aggregate principal amount of all outstanding Revolving Swing Line Advances, together with the sum of: (1) the aggregate outstanding principal amount of all other outstanding Loans, at any one time outstanding and (2) the sum of: (A) the aggregate outstanding principal amount of the Letter of Credit Advances plus and (B) the aggregate Undrawn Amounts shall not at any one time exceed the aggregate amount of the Commitments of all of the Banks at such time; and (ii) the aggregate principal amount of all outstanding Swing Line Advances plus shall not exceed $10,000,000. (Cb) Except as the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time Borrower and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender if may otherwise agree, when the statements set forth in Section 3.02 are not true in all material respects on the date of such Borrower wishes to request a Swing Line Advance, it being agreed by shall give the Borrowers that Administrative Agent notice substantially in the giving form of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Exhibit L hereto (a "Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject Loan Request") so as to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given received no later than 2:00 p.m. 11:00 A.M. (New York Orleans, Louisiana time) on or before the date of the proposed Swing Line Advance, promptly confirmed by a completed Borrowing proposed therein (or such other time and executed Notice of Borrowing telecopied to date as the Administrative Agent. The Borrower and the Swing Line Lender will promptly may agree), specifying: (i) the proposed date of such Swing Line Borrowing, which shall be a Domestic Business Day (the "Borrowing Date"); and (ii) the aggregate amount of such Swing Line Borrowing, which shall be at least $250,000 (or in larger multiples of $50,000) but shall not cause the limits specified in Section 2.3(a) to be violated; Each Swing Line Advance shall be for an Interest Period of one day. Except as the Borrower and Swing Line Lender may otherwise agree, the Borrower shall not deliver a Swing Line Loan Request more frequently than once every 3 Domestic Business Days. (c) Except as the Borrower and Swing Line Lender may otherwise agree, the Swing Line Lender shall make the amount of such Swing Line Advance available to the applicable Borrower at on such date by depositing the Administrative Agent’s Accountsame, if anyin immediately available funds, or such other in an account as of such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to maintained with the Swing Line Lender, the Swing Line Lender shall give notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (ivd) Subject to the limitations contained in this Agreement, the Borrower may borrow under this Section 2.3, prepay and reborrow under this Section 2.3 at any time before the Termination Date. (e) At any time before or after a Default or an Event of Default has occurred and is continuingtime, if upon the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option request of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from each Bank other than the Swing Line Lender shall, on the third Domestic Business Day after such request is made, purchase a participation participating interest in such Swing Line Advance, in either case Advances in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance its ratable share (based upon its respective Commitment) of such Swing Line Advances. The Administrative Agent shall notify On such third Domestic Business Day, each such Lender of the amount of such participation, and such Lender Bank will immediately transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such noticeLender, in immediately available funds, the amount of such its participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent Swing Line Lender has received from any Lender such Lender’s Revolving Advance or Bank its participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay distribute to such Lender Bank 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 Revolving Advance or Bank's participating interest was outstanding and funded); provided, which payment shall be subject to repayment by such Lender if however, that in the event that such payment received by the Administrative Agent is required to be returned, such Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Lender’s Bank's obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, : (Ai) any set-off, counterclaim, recoupment, defense or other right which such Lender Bank or any other Person may have against the Swing Line Lender, the Administrative Agent Lender requesting such purchase or any other Person for any reason whatsoever; (Bii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (Ciii) any adverse change in the occurrence condition (financial or otherwise) of the Borrower, any Material Adverse EffectGuarantor or any other Person; (Div) any breach of this Agreement by the Borrower, any Loan Party Guarantor or any other LenderBank; or (Ev) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance. (f) Notwithstanding anything contained in this Agreement to the contrary, once so participated by any Lender, shall cease to be a the Swing Line Advance with respect to that amount for purposes of facility contained in this Agreement, but Section 2.3 shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, terminate immediately upon: (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and Hibernia's removal or resignation as Administrative Agent; or (ii) references herein and in termination of the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor Commitments (whether at maturity or to any previous Swing Line Lender, as the context shall requireotherwise).

Swing Line Advances. (i) On Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions set forth in this Agreementhereof, the Swing Line Lender agrees tomay, from time-to-time on any Business Day before the Maturity Datein its discretion, make available from time to time until the Commitment Termination Date advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the each, a "Swing Line Advance, except that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as ") in accordance with any such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the notice. The aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit Advances outstanding shall not exceed at any time; provided that time the sum lesser of (A) the aggregate principal amount of outstanding Revolving Advances plus Swing Line Commitment and (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time Maximum Amount and (2) (except for Overadvances) the Borrowing Base; and provided further than no , in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Advance shall be made by Availability"). Until the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of such Swing Line AdvanceCommitment Termination Date, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time to time borrow, prepay (in whole or in part) repay and reborrow Swing Line Advances. (ii) under this Section 1.1(b). Each request for a Swing Line Advance shall be made pursuant to telephone a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice to the Swing Line Lender must be given no later than 2:00 p.m. 10:00 a.m. (New York California time) on the date Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative AgentSwing Line Loan shall constitute an Index Rate Loan. The Unless the Swing Line Lender will promptly has received at least one Business Day's prior written notice from Agent or Requisite Revolving Lenders instructing it not to make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line LenderAdvance, the Swing Line Lender shall give notice shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of fund such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitmentand, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in connection with such Swing Line Advance, to have each Revolving Lender make Revolving Credit Advances in either case accordance with Section 1.1(b)(iii) and to purchase participating interests in an amount equal to such Lender’s Pro Rata Share of accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participationLoan upon demand therefor by Agent. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. (ia) On Subject to the terms and conditions set forth in this Agreementherein, the each Swing Line Lender severally agrees to, to make a portion of the credit otherwise available from time-to-time on any Business Day before to time to the Maturity Date, make Borrower or Borrowing Subsidiary under the credit facility established hereby by making swing line advances (“Swing Line Advances”) in Dollars on any Business Day during the period from the Closing Date until the Termination Date applicable to such Swing Line Lender to the Borrowers for periods Borrower or Borrowing Subsidiary requesting such extension of up to seven Business Days credit under subsection (but may be rolled over for an additional seven Business Day period upon the due date b) of the this Section 2.20. Such Swing Line Advance, except that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, Advances shall be denominated in an amount not less than $1,000,000.00 (or if lessEuro and, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitmentsaggregate, shall not exceed (x) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the at any time outstanding (i) for each Swing Line Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of Lender (1) the aggregate Revolving Commitments at such time Swing Line Lender’s Swing Line Commitment then in effect and (2) the Borrowing Base; when aggregated to such Swing Line Lender’s outstanding Revolving Credit Advances and provided further than no such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Commitment then in effect and (ii) for all (b) Each Swing Line Advance shall be made by on notice to the Swing Line Lender if Lenders and the statements Administrative Agent, given not later than 11:00 A.M. (London time) on the Business Day on which the proposed Swing Line Advance is to be made. Such notice requirement shall be satisfied by the delivery of a Notice of Borrowing for such Swing Line Advance in writing, by email or facsimile, and such notice shall specify therein (A) the requested date of such Swing Line Advance (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Advances being requested by the Borrower or Borrowing Subsidiary and (C) the requested account to which the proceeds of the requested Swing Line Advance are to be transferred. Upon fulfillment of the applicable conditions set forth in Section 3.02 are Article III, each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available for the account of its Applicable Lending Office to the account designated by the Borrower for such purpose on the date specified in such Notice of Borrowing, in same day funds, before 1:00 P.M. (London time) on the date the Borrower or Borrowing Subsidiary has requested such Swing Line Advance. (c) The failure of any Swing Line Lender to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall not true in all material respects relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line AdvanceBorrowing, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the but no Swing Line Lender given no later than 2:00 p.m. (New York time) on shall be responsible for the date failure of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The any other Swing Line Lender will promptly to make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or be made by such other account as such Borrower shall directSwing Line Lender on the date of any Swing Line Borrowing. (iiid) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Upon written demand by a Swing Line Lender, with a copy of such demand to the Administrative Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall give notice sell and assign to the Administrative Agent to request each such other Lender, including the such other Lender’s pro rata share of such outstanding Swing Line LenderAdvance, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share by making available for the account of the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available Applicable Lending Office to the Administrative Agent for the account of the such Swing Line Lender in immediately available funds Lender, by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing deposit to the payment Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advances.Advance to be purchased by such Lender. The Borrower or Borrowing Subsidiary, as the case may be, hereby agrees to (ive) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest has funded a risk participation in a Swing Line Advance, the Administrative Agent if any Swing Line Lender receives any payment on account thereofof such Swing Line Advance, the Administrative Agent such Swing Line Lender will pay promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, ratable share thereof in the case of interest payments, to reflect the period of time during which such Lender’s Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment same funds as those received by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.ARTICLE III

Swing Line Advances. If on any Business Day that RFC or the Series 1997-1 Collateral Agent, as the case may be, determines that there exists a Commercial Paper Deficit, and the excess of such Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Series 1997-1 Collateral Account and the Series 1997-1 Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes is equal to or less than the Swing Line Commitment, RFC or the Series 1997-1 Collateral Agent, as the case may be, shall promptly (iand in no case later than [10:30 a.m.] on the date of such discovery) On notify the terms Depositary of such Commercial Paper Deficit and conditions set forth in this RFC or the Series 1997-1 Collateral Agent, as attorney-in-fact for RFC, may, or the Series 1997-1 Collateral Agent, upon the instruction of the Depositary pursuant to Section 5(b) of the Depositary Agreement, shall by delivering a Borrowing Request to the Series 1997-1 Liquidity Agent for forwarding to the Swing Line Lender agrees to, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods a Borrowing consisting of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the a Swing Line Advance, except irrevocably request, not later than [11:30 a.m.], New York City time, on the date of a proposed Borrowing, that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and a Borrowing be made in an aggregate principal amount not equal to exceed the least of (a) The Swing Line Commitment minus the aggregate principal amount of all Swing Line Advances then outstanding; (b) the excess, if any, of the Swing Line Sublimit outstanding at any timeLender's Liquidity Commitment as a Liquidity Lender over the aggregate principal amount of all of its Liquidity Advances Outstanding on the date of such proposed Borrowing (without giving effect to such proposed Borrowing); provided that and (c) the excess of the Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Series 1997-1 Collateral Account and the Series 1997-1 Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes. On the terms and subject to the conditions of this Series 1997-1 Liquidity Agreement (Aincluding the conditions precedent to borrowing set forth in Section 6.3 hereof), each such Borrowing shall be a Base Rate Advance (subject to conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified in such Borrowing Request. For the purposes of this Section, Commercial Paper Notes maturing on any day which have been paid from an advance made by the Depositary that has not been reimbursed shall nonetheless be deemed to be unpaid. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.3, (a) the aggregate principal amount of outstanding Revolving Swing Line Advances plus would be greater than the Swing Line Commitment, or (Bb) the aggregate principal amount of outstanding Swing Line Advances plus is less than or equal to the Swing Line Commitment and such Swing Line Advances are not repaid within five (C5) the Letter of Credit Exposure shall never exceed the lesser of Business Days or (1c) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender if the statements set forth would exceed its Liquidity Commitment, then in Section 3.02 are not true in all material respects on the date of any such Swing Line Advancecase each Liquidity Lender shall immediately and unconditionally, it being agreed upon written notice thereof by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, make Liquidity Advances to RFC, the proceeds of which will be applied to the repayment of Swing Line Lender shall give notice to the Administrative Agent to request each Lender, including Advances made by the Swing Line Lender, to make a Revolving Advance in an amount equal to such Liquidity Lender’s Pro Rata Share 's Percentage of the outstanding aggregate principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account amount of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on Advances Outstanding. Notwithstanding Section 6.2 or Section 6.3, the date requested, and each Borrower hereby irrevocably instructs obligation of the Liquidity Lenders to make Liquidity Advances under this Section 3.6.3 to repay Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, Advances shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share unconditional and shall be comprised of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by conversion in accordance with the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this provisions of Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance3.8 hereof. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. If on any Business Day DTFC or the Collateral Agent determines that there exists a Commercial Paper Deficit, the excess of which Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Collateral Account and the Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes is equal to or less than $5,000,000, DTFC or the Collateral Agent, as the case may be, shall promptly (iand in no case later than 12:00 noon New York City, New York time on the date of such discovery) On notify the terms Depositary of such Commercial Paper Deficit and conditions set forth in this DTFC or the Collateral Agent, as attorney-in-fact for DTFC, may, or the Collateral Agent, upon the instruction of the Depositary pursuant to Section 5(b) of the Depositary Agreement, shall by delivering a Borrowing Request to the Liquidity Agent for forwarding to the Swing Line Lender agrees to, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods a Borrowing consisting of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the a Swing Line Advance, except irrevocably request, not later than 12:30 p.m., New York City time, on the date of a proposed Borrowing, that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and a Borrowing be made in an aggregate principal amount not equal to exceed the least of (a) $5,000,000 minus the aggregate principal amount of all Swing Line Advances then Outstanding; (b) the excess, if any, of the Swing Line Sublimit outstanding at any timeLender's Liquidity Commitment as a Liquidity Lender over the aggregate principal amount of all of its Liquidity Advances Outstanding on the date of such proposed Borrowing (without giving effect to such proposed Borrowing); provided that and (c) the excess of the Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Collateral Account and the Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (Asubject to conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified in such Borrowing Request. For the purposes of this Section 3.6.2, Commercial Paper Notes maturing on any day which have been paid with proceeds of an advance made by the Depositary that has not been reimbursed shall nonetheless be deemed to be unpaid. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.2, (a) the aggregate principal amount of outstanding Revolving Swing Line Advances plus would be greater than $5,000,000, or (Bb) the aggregate principal amount of outstanding Swing Line Advances plus is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five Business Days or (C) the Letter of Credit Exposure shall never exceed the lesser of (1c) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender if the statements set forth would exceed its Liquidity Commitment, then in any such case, subject to Section 3.02 are not true in all material respects on the date of such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof3.2.1, each Borrower may from time-to-time borrowLiquidity Lender shall immediately and unconditionally, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone upon written notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed thereof by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, the Swing Line Lender shall give notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Refunding Advance to DTFC in an amount equal to such Liquidity Lender’s Pro Rata Share 's Percentage of the outstanding aggregate principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account amount of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requestedAdvances Outstanding, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing which Refunding Advance will be applied to the payment repayment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of Advances made by the Swing Line Lender. Notwithstanding Section 6.3, the obligation of the Liquidity Lenders to make Liquidity Advances under this Section 3.6.2 shall be deemed, without further action by any Person, to have purchased from the unconditional. The Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, Advances and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so Liquidity Advances made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to 3.6.2 shall be comprised of Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by conversion in accordance with the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this provisions of Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance3.8 hereof. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. If on any Business Day that NFC or the Agent, as the case may be, determines that there exists a Commercial Paper Deficit, and the excess of such Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Collateral Account and the Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes is equal to or less than $5,000,000, NFC or the Agent, as the case may be, shall promptly (iand in no case later than 10:30 a.m. on the date of such discovery) On notify the terms Depositary of such Commercial Paper Deficit and conditions set forth in this NFC or the Agent, as attorney-infact for NFC, may, or the Agent, upon the instruction of the Depositary pursuant to Section 5(b) of the Depositary Agreement, shall by delivering a Borrowing Request to the Liquidity Agent for forwarding to the Swing Line Lender agrees to, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods a Borrowing consisting of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the a Swing Line Advance, except irrevocably request, not later than 11:30 a.m., New York City time, on the date of a proposed Borrowing, that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and a Borrowing be made in an aggregate principal amount not equal to exceed the least of (a) $5,000,000 minus the aggregate principal amount of all Swing Line Advances then outstanding; (b) the excess, if any, of the Swing Line Sublimit outstanding at Lenders Liquidity Commitment as a Liquidity Lender over the aggregate principal amount of all of its Liquidity Advances Outstanding on the date of such proposed Borrowing (without giving effect to such proposed Borrowing); and (c) the excess of the Commercial Paper Deficit over the sum of the aggregate amount, if any, applied or to be applied on such Business Day to the Commercial Paper Deficit from amounts available therefor in the Collateral Account and the Termination Advance Account that are allocated to the payment of maturing Commercial Paper Notes. On the terms and subject to the conditions of this Liquidity Agreement, each such Borrowing shall be a Base Rate Advance (subject to conversion in accordance with the provisions of Section 3.8), and shall be made on the Business Day specified i such Borrowing Request. For the purposes of this Section, Commercial Paper Notes maturing on any time; day which have been paid from an advance made by the Depositary that has not been reimbursed shall nonetheless be deemed to be unpaid. If, after giving effect to any Swing Line Advance requested pursuant to this Section 3.6.3 (provided that the sum of conditions thereto set forth in Section 6.3 are satisfied), (Aa) the aggregate principal amount of outstanding Revolving Swing Line Advances plus would be greater than $5,000,000, or (Bb) the aggregate principal amount of outstanding Swing Line Advances plus is less than or equal to $5,000,000 and such Swing Line Advances are not repaid within five Business Days or (C) the Letter of Credit Exposure shall never exceed the lesser of (1c) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be principal amount of all Liquidity Advances Outstanding made by the Swing Line Lender if the statements set forth would exceed its Liquidity Commitment, then in Section 3.02 are not true in all material respects on the date of any such Swing Line Advancecase each Liquidity Lender shall immediately and unconditionally, it being agreed upon written notice thereof by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances. (ii) Each request for a Swing Line Advance shall be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, make Liquidity Advances to NFC, the proceeds of which will be applied to the repayment of Swing Line Lender shall give notice to the Administrative Agent to request each Lender, including Advances made by the Swing Line Lender, to make a Revolving Advance in an amount equal to such Liquidity Lender’s Pro Rata Share 's Percentage of the outstanding aggregate principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account amount of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on Advances Outstanding. Notwithstanding Section 6.3, the date requested, and each Borrower hereby irrevocably instructs obligation of the Liquidity Lenders to make Liquidity Advances under this Section 3.6.3 shall be unconditional. The Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred Advances and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation. (v) If any such Lender shall not have so Liquidity Advances made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to 3.6.3 shall be comprised of Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by conversion in accordance with the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this provisions of Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance3.8 hereof. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.

Swing Line Advances. (i) On Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions set forth in this Agreementhereof, the Swing Line Lender agrees tomay, from time-to-time on any Business Day before the Maturity Datein its discretion, make available from time to time until the Commitment Termination Date advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the each, a "Swing Line Advance, except that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as ") in accordance with any such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the notice. The aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit Advances outstanding shall not exceed at any time; provided that time the sum lesser of (A) the aggregate principal amount of outstanding Revolving Advances plus Swing Line Commitment and (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time Maximum Amount and (2) (except for Overadvances) the Borrowing Base; and provided further than no , in each case less the outstanding balance of the Revolving Loan at such time ("Swing Line Advance shall be made by Availability"). Until the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of such Swing Line AdvanceCommitment Termination Date, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time to time borrow, prepay (in whole or in part) repay and reborrow Swing Line Advances. (ii) under this Section 1.1(b). Each request for a Swing Line Advance shall be made pursuant to telephone a Notice of Revolving Credit Advance delivered by Borrower to Agent in accordance with Section 1.1(a). Any such notice to the Swing Line Lender must be given no later than 2:00 p.m. 10:30 a.m. (New York California time) on the date Business Day of the proposed Swing Line Advance. Notwithstanding any other provision of this Agreement or the other Loan Documents, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative AgentSwing Line Loan shall constitute an Index Rate Loan. The Unless the Swing Line Lender will promptly has received at least one Business Day's prior written notice from any Co-Agent or Requisite Lenders instructing it not to make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct. (iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line LenderAdvance, the Swing Line Lender shall give notice shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 (other than the condition precedent set forth in Section 2.2(e)) be entitled to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of fund such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitmentand, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the account of the Swing Line Lender in immediately available funds by 1:00 p.m. (New York time) on the date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the outstanding Swing Line Advances. (iv) At any time before or after a Default or an Event of Default has occurred and is continuing, if the Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in connection with such Swing Line Advance, to have each Lender make Revolving Credit Advances in either case accordance with Section 1.1(b)(iii) and to purchase participating interests in an amount equal to such Lender’s Pro Rata Share of accordance with Section 1.1(b)(iv). Borrower shall repay the aggregate outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participationLoan upon demand therefor by Agent. (v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance. (vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, as the context shall require.