Common use of Swing Line Commitment Clause in Contracts

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,0005,000,000; provided that at no time Swing Line Loan may the sum of be made if the aggregate outstanding principal amount of the Swing Line Loans and to be made would exceed the Aggregate aggregate Available Revolving Credit Extensions of Credit exceed the Revolving Credit CommitmentsCommitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans (1) shall be ABR made as Alternate Base Rate Loans, and (2) shall not be entitled to be converted into Eurodollar LoansLoans and (3) must be repaid in full within seven days of making of such Loan or, if sooner, upon the making of any Revolving Credit Loan and shall in any event mature no later than the Revolving Credit Termination Date. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The Swing Line Lender shall, before 5:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of Borrower in same day funds, the proceeds of such Swing Line Loans. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to Borrower in immediately available funds to be delivered by wire transfer to the account(s) designated by Borrower by crediting in the account of the Borrower at JPMCB with such proceedsapplicable borrowing notice. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.23.3. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each calendar month shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Credit Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred and be continuing (in which event the procedures of clause paragraph (c) of this subsection 3.4 shall apply) ), each such Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 Noon (New York City time) noon in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If If, prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 3.4, one of the events described in paragraph (f) of Section 9(f) 9 shall have occurredoccurred and be continuing, each Revolving Credit Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each such Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; providedprovided that, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect The obligation of any tranche of each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Lender to purchase participating interests pursuant to subsection 3.4(c) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower; (iv) any breach of this Agreement by Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB (in such capacity, the “Swing Line Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00050,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection Section may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be denominated in Dollars and be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m.P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower Company by crediting the account of the Borrower at JPMCB Company designated by the Company with such proceedsproceeds by 4:00 P.M., New York City time; provided that Swing Line Loans used to finance the reimbursement of an L/C Disbursement as provided in Section 2.6 shall be remitted by the Administrative Agent to the applicable Issuing Lender. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2Section 2.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth fifth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB to act on its behalf), request each Revolving Credit Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f10.1 (f) shall have occurred (in which event the procedures of clause paragraph (c) of this subsection Section shall apply) each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection Section one of the events described in Section 9(fparagraph (f) of Article X shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Revolving Credit Lender will immediately transfer to JPMCB, in immediately available fundsSame Day Funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountparticipation. (d) Whenever, at any time after JPMCB has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Revolving Credit Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, JPMCB each of the Swing Line Lenders agrees that, during the U.S. Revolving Credit Commitment Period, it will make available to make the U.S. Borrower in the form of swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") a portion of the credit otherwise ---------------- available to the U.S. Borrower from under the U.S. Revolving Credit Commitments; provided that (i) the aggregate principal amount of Swing Line Loans outstanding -------- at any time to time during shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding U.S. Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender's U.S. Revolving Credit Commitment Period then in an effect), (ii) all requests for Swing Line Loans by the U.S. Borrower shall be made to Comerica Bank as Swing Line Lender until the aggregate principal amount of Swing Line Loans made by Comerica Bank and outstanding at any one time outstanding shall equal $7,000,000 (or such higher amount (not to exceed $30,000,000; provided that at no time 10,000,000) as Comerica Bank and the Borrower may agree with prior written notice to the sum of General Administrative Agent) and (iii) the aggregate outstanding principal amount of U.S. Borrower shall not request, and the Swing Line Loans Lender shall not make, any Swing Line Loan unless, after giving effect to the making of such Swing Line Loan, (A) the Available U.S. Revolving Credit Commitment of each U.S. Credit Lender would be equal to greater than zero, and (B) the Aggregate U.S. Revolving Credit Extensions of Credit would not exceed the Borrowing Base of the U.S. Borrower. During the U.S. Revolving Credit CommitmentsCommitment Period, the U.S. Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, denominated in U.S. Dollars and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line U.S. Base Rate Loans may be used solely for the purposes referred to in subsection 3.2only. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the The U.S. Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans on the U.S. Revolving Credit Termination Date. The U.S. Borrower shall be repaid in full on such date (and there shall be no adjustment to the participations in such also prepay all Swing Line Loans as a result then outstanding simultaneously with each borrowing of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of U.S. Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateLoans.

Swing Line Commitment. (a) Subject During the Swing Line Commitment Period, subject to the terms and conditions hereof, JPMCB agrees each Swing Line Lender severally agrees, from time to time, to make swing line loans (individuallySwing Line Loans in Dollars to the US Borrower in the aggregate amount up to but not exceeding its Swing Line Commitment; provided that, a “after giving effect to the making of any Swing Line Loan”; collectively, in no event shall (i) the “Swing Line Loans”Total Revolving Exposure at such time exceed the Total Revolving Commitments then in effect, (ii) to any Revolving Lender’s Revolving Exposure at such time exceed such Revolving Lender’s Revolving Commitment then in effect, (iii) the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount of outstanding Swing Line Loans made by any Swing Line Lender at such time exceed such Swing Line Lender’s Swing Line Commitment then in effect or (iv) any one Swing Line Lender’s Revolving Exposure at such time outstanding exceed such Swing Line Lender’s Revolving Commitment then in effect. Each Swing Line Loan shall be made as part of a Borrowing consisting of Swing Line Loans made by the Swing Line Lenders ratably in accordance with their respective Swing Line Commitments. The failure of any Swing Line Lender to make any Swing Line Loan required to be made by it shall not to exceed $30,000,000relieve any other Swing Line Lender of its obligations hereunder; provided that at no time may the sum of the aggregate outstanding principal amount Swing Line Commitments of the Swing Line Lenders are several and no Swing Line Lender shall be responsible for any other Swing Line Lender’s failure to make Swing Line Loans as required. Each Swing Line Lender’s Swing Line Commitment shall expire at the end of the Swing Line Commitment Period and all other amounts owed hereunder with respect to the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loanspaid in full no later than such date. Within the foregoing limits and subject to the terms and conditions set forth herein, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on during the requested Borrowing Date specifying the amount of each requested Swing Line LoanCommitment Period, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the US Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of may borrow, prepay and reborrow Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount2.06. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB each Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the lesser of the amount of such Swing Line Lender’s Swing Line Commitment and the amount of such Swing Line Lender’s Commitment, provided that (i) the aggregate principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time, (ii) the aggregate principal amount of Revolving Credit Loans of such Lender outstanding at any time, when added to such Lender’s Swing Line Exposure (including, as applicable, in its capacity as Swing Line Lender) shall not exceed the aggregate amount of the Commitment of such Lender at such time and (iii) the aggregate principal amount of all Swing Line Loans outstanding at any one time shall not exceed $30,000,0002,000,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $2,000,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Company may designate one or more of the other existing Lenders as Swing Line Lenders (it being understood that the Swing Line Commitments of any such Lender may, at the option of such Lender, exceed its Commitment), having Swing Line Commitments in an aggregate amount not exceeding the Swing Line Commitment Shortfall; provided that at no time Lender may the sum be so designated unless it agrees in its sole discretion to act in such capacity. The Swing Line Commitment of each Swing Line Lender (unless otherwise agreed by such Swing Line Lender) shall be reduced as follows: (x) upon any reduction of the aggregate outstanding principal Commitment of any Lender that is also a Swing Line Lender pursuant to Section 2.4, the Swing Line Commitment of such Swing Line Lender shall be reduced by the same proportion as such Commitment is so reduced and (y) upon any assignment by such Swing Line Lender of all or any portion of its Swing Line Commitment pursuant to subsection 9.6(c) and the assumption by the relevant assignee of the amount of such Swing Line Commitment so assigned, the Swing Line Commitment of such Swing Line Lender shall be reduced by the amount of its Swing Line Commitment so assigned. During the Commitment Period, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitmentsterms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be bear interest based upon the ABR Loans, and shall not be entitled to be converted into Eurodollar Loansloans that bear interest at any other rate. The Borrower Company shall either (x) give JPMCB the relevant Swing Line Lender (with a copy to the Managing Administrative Agent) irrevocable notice substantially in the form of Exhibit L (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m.4:00 P.M., New York City time) , on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in the a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof), or (y) if there are eight or fewer Swing Line Lenders, give such notice to the Managing Administrative Agent (which notice must be received by the Managing Administrative Agent prior to 4:00 P.M., New York City time, on the requested Borrowing Date) and the Managing Administrative Agent will provide a copy of such notice to each Swing Line Lender prior to 5:00 P.M, New York City time, on the requested Borrowing Date, and, in the case of this clause (y), each Swing Line Lender shall be obligated to make a Swing Line Loan in an amount equal to its pro rata share, determined on the basis of the respective unused Swing Line Commitments of the Swing Line Lenders, of the requested amount set forth in such notice. The proceeds of each the Swing Line Loan will be made available by JPMCB each applicable Swing Line Lender to the Borrower Company at the office of each applicable Swing Line Lender by 5:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower Company at JPMCB such office with such proceeds. The proceeds of Company may, at any time and from time to time, prepay the Swing Line Loans may of any Swing Line Lender, in whole or in part, without premium or penalty, by notifying such Swing Line Lender prior to 4:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.2an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. (b) JPMCB The Company hereby unconditionally promises to pay to the Managing Administrative Agent for the account of each Swing Line Lender the unpaid principal amount of each Swing Line Loan of such Swing Line Lender on the Revolving Credit Termination Date (or such earlier date on which the Swing Line Loans become due and payable pursuant to Section 7). The Swing Line Loans shall, at the request of any Swing Line Lender, be evidenced by and repayable with interest in accordance with a promissory note of the Company substantially in the form of Exhibit B to this Agreement, with appropriate insertions (a “Swing Line Note”), payable to such Swing Line Lender and representing the obligation of the Company to pay the amount of the Swing Line Commitment of such Swing Ling Lender or, if less, the unpaid principal amount of the Swing Line Loans owing to such Swing Line Lender, with interest thereon as prescribed in Section 2.9. Each Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan made by such Swing Line Lender and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note of such Swing Line Lender and any such recordation shall constitute conclusive evidence (absent manifest error) of the accuracy of the information so recorded, provided that the failure by such Swing Line Lender to make any such recordation shall not affect any of the obligations of the Company under such Swing Line Note or this Agreement. Each Swing Line Note shall (a) be dated the Third Restatement Effective Date, (b) be stated to mature on the Revolving Credit Termination Date and (c) bear interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, Section 2.9. (a) Any Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB each Swing Line Lender to act on its behalf), ) request each Lender, including JPMCBeach Swing Line Lender, to make a Revolving Credit Loan (which that shall be initially an ABR Loan) Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Line Loans of such Swing Line Loans (the “Refunded Swing Line Loans”) Lender outstanding on the date such notice is givengiven (the “Outstanding Swing Line Loans”). Unless any of the events described in paragraph (f) of Section 9(f) 7 shall have occurred with respect to the Company (in which event the procedures of clause paragraph (ce) of this subsection Section shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Managing Administrative Agent for the account of JPMCB such Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Managing Administrative Agent’s Account prior to 12:00 Noon (Noon, New York City time) , in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded such outstanding Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under each Swing Line Note of such Swing Line Lender and shall be evidenced as provided in subsection 2.5(b). (b) Notwithstanding anything herein to the contrary, no Swing Line Lender shall be obligated to make any Swing Line Loans if the conditions set forth in Section 4.2 have not been satisfied. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (bsubsection 2.13(c) of this subsection one of the events described in paragraph (f) of Section 9(f) 7 shall have occurredoccurred and be continuing with respect to the Company, each Lender will, on the date such Revolving Credit Loan would otherwise was to have been mademade pursuant to the notice in subsection 2.13(c), purchase an undivided participating interest in the Refunded each Outstanding Swing Line Loans Loan in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the principal amount of such Refunded Swing Line LoansLoan then outstanding. Each Lender will immediately transfer to JPMCBthe relevant Swing Line Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof JPMCB such Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s has purchased a participating interest in a Swing Line LoanLoan of any Swing Line Lender, JPMCB such Swing Line Lender receives any payment on account thereof, JPMCB such Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received); provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB such Swing Line Lender any portion thereof previously distributed by JPMCB such Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBit. (e) Each Lender’s obligation to make the Revolving Credit Loans referred to in subsection 2.13(c) and to purchase participating interests pursuant to subsection 2.13(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Company may have against any Swing Line Lender, the Company, any Subsidiary Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) If a Lender becomes, and during the maturity period it remains, a Defaulting Lender, any Swing Line Lender may, upon prior written notice to the Company and the Managing Administrative Agent, resign as a Swing Line Lender, effective at the close of business New York time on a date shall specified in such notice (which date may not be less than three Business Days after the date of such notice); provided that (i) no Swing Line Lender may so resign unless both (x) such Defaulting Lender’s Swing Line Exposure cannot be fully reallocated under Section 2.21(c)(i) and (y) the Company fails to comply with its obligations under Section 2.21(c)(ii) and (ii) such resignation by a Swing Line Lender will have occurred no effect on its rights in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full or on such date (and there shall be no adjustment to the participations in such obligations of the Company, any Lender or any other Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect Lender under this Agreement with respect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective such outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateLoans.

Swing Line Commitment. (a) Subject to the terms and conditions hereofof this Agreement, JPMCB each Swing Line Lender agrees to make swing line loans to the Swing Line Borrowers on a revolving basis (individuallyeach such loan, a “"Swing Line Loan”; collectively, the “Swing Line Loans”") to the Borrower from time to time on any Business Day during the Revolving Credit Commitment Period period from the Original Closing Date to the Termination Date in an aggregate principal amount at any one time outstanding for the Swing Line Borrowers collectively not to exceed $30,000,000; provided that at no time may the sum of the aggregate outstanding principal Dollar Equivalent amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of U.S. $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received50.0 million; provided, however, that (i) the aggregate amount (or CHF Equivalent with respect to M-T GmbH) of the sum of Swing Line Loans made and outstanding at any one time to any Subsidiary Swing Line Borrower, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations of such Subsidiary Swing Line Borrower shall not exceed the Subsidiary Swing Line Borrower Sublimit for such Subsidiary Swing Line Borrower (or with respect to the UK Swing Line Borrowers, the collective sublimit of the UK Swing Line Borrowers) and the aggregate Dollar Equivalent amount of Swing Line Loans made to US Borrower shall not exceed the US Borrower Sublimit, (ii) the sum of the Dollar Equivalent amount of the aggregate principal amount of all outstanding Swing Line Loans, plus the aggregate principal Dollar Equivalent amount of all other outstanding Revolving Facility Loans, plus (without duplication) the Effective Amount of all L/C Obligations (including Subsidiary L/C Obligations) shall not at any time exceed the Revolving Facility Commitments of all Revolving Facility Lenders (which calculation shall not give effect to the Assumed Swing Line Loan Amount) and (iii) Scotiabank need only make Swing Line Loans in U.S. Dollars to US Borrower and in Pounds Sterling to the UK Swing Line Borrowers; Credit Suisse First Boston need only make Swing Line Loans to M-T GmbH in such currencies as it shall agree with such Subsidiary Swing Line Borrower; Commerzbank AG need only make Swing Line Loans in Deutschemarks to the German Subsidiary; and each other Swing Line Lender need only make Swing Line Loans to the Subsidiary Swing Line Borrower as it shall agree with and in the event that such payment received by JPMCB is required to Applicable Currency as it and the applicable Subsidiary Swing Line Borrower shall agree. All Swing Line Loans made in U.S. Dollars shall be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds made and maintained as such payment is required to be returned by JPMCBABR Loans. (eb) If Notwithstanding any other provision of this Agreement, (i) the maturity date German Subsidiary shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding only borrow Swing Line Loans shall be repaid in full on such date (in, and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect Lender shall make any Swing Line Loan to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding such Subsidiary Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity dateBorrower other than in, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.Deutschemarks; (ii)

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB Citizens (in such capacity, the “Swing Line Lender”) agrees to make available to the Borrowers a portion of the credit otherwise available to the Borrowers hereunder from time to time prior to the Revolving Loan Maturity Date by making swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period Borrowers, jointly and severally, in an aggregate principal amount not to exceed at any one time outstanding not to exceed $30,000,000the Swing Line Commitment; provided that at no time may the sum of (a) the aggregate outstanding principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Loans hereunder, may exceed the Swing Line Commitment then in effect) and (b) the Borrowers shall not request, and the Aggregate Revolving Credit Extensions Swing Line Lender shall not be obligated to make, any Swing Line Loan if, after giving effect to the making of Credit such Swing Line Loan, the aggregate amount of the Loans, L/C Obligations and the Swing Line Loans exceed the Revolving Credit CommitmentsLoan Maximum Amount. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding Prior to the Revolving Credit Termination Loan Maturity Date, reborrowedthe Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans shall be ABR Loans, and shall not be entitled bear interest solely by reference to be converted into Eurodollar Loansthe LIBOR Advantage Rate. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans Borrowers may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make use the proceeds of its Revolving Credit Loan available Loans from time to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied time to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded any outstanding Swing Line Loans. Each Lender will immediately transfer to JPMCBThe Borrowers, in immediately available fundsjointly and severally, shall repay all outstanding Swing Line Loans on the Revolving Loan Maturity Date. On the date of this Agreement, the amount of its participation and upon receipt thereof JPMCB will Borrowers shall deliver to such the Swing Line Lender a Swing Line Loan Participation Certificate dated Note to evidence the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment from time to time made by the Swing Line Lender to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateBorrowers hereunder.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower OpCo from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 5,000,000, provided that at in no time may the sum of event shall any Swing Line Loans be made if the aggregate outstanding principal amount of the Swing Line Loans and to be made would, after giving effect to the Aggregate Revolving Credit Extensions use of Credit the proceeds thereof, exceed the Revolving Credit aggregate Available Commitments. Amounts borrowed by the Borrower OpCo under this subsection Section 2.7 may be repaid and, and reborrowed through but excluding the Revolving Credit Termination Date, or such earlier date as the Revolving Credit Commitment shall terminate as provided herein, be reborrowed. The All Swing Line Loans shall be ABR Loans, made as Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower OpCo shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower OpCo by crediting the account of OpCo at the Borrower at JPMCB office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2Section 3.16. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower OpCo (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), request each Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in clause (f) of Section 9(f) 7 shall have occurred (in which event the procedures of clause (cSection 2.7(c) of this subsection shall apply) and, subject to the terms and conditions hereof, each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender prior to 12:00 Noon noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If If, prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection Section 2.7(b), one of the events described in clause (f) of Section 9(f) 7 shall have occurred, each Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Each Lender's obligation to purchase participating interests pursuant to Section 2.7(c) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, OpCo or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of OpCo, (iv) any breach of this Agreement by OpCo or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB (in such capacity, the “Swing Line Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00025,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit CommitmentsLine Cap then in effect. Amounts borrowed by the Borrower Company under this subsection Section may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be denominated in Dollars and be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m.P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower Company by crediting the account of the Borrower at JPMCB Company designated by the Company with such proceedsproceeds by 4:00 P.M., New York City time; provided that Swing Line Loans used to finance the reimbursement of an L/C Disbursement as provided in Section 2.6 shall be remitted by the Administrative Agent to the applicable Issuing Lender. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2Section 2.2. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), request each Lender, including JPMCB, Revolving Credit Lender to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f10.1(f) shall have occurred (in which event the procedures of clause paragraph (c) of this subsection Section shall apply) each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Swing Line Lender prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection Section one of the events described in Section 9(fparagraph (f) of Article 10 shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Revolving Credit Lender will immediately transfer to JPMCBthe Swing Line Lender, in immediately available fundsSame Day Funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountparticipation. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateLender.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB each Swing Line Lender agrees that, during the Revolving Credit Commitment Period, it will make available to make the Borrower in the form of swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in each case, a portion of the credit otherwise available to the Borrower from under the Revolving Credit Commitments; provided that (i)(x) the aggregate principal amount of Swing Line Loans made by such Swing Line Lender outstanding at any time shall not exceed such Swing Line Lender’s Swing Line Commitment and (y) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Sublimit (in each case, notwithstanding that each Swing Line Lender’s Swing Line Loans outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Sublimit then in effect or the applicable Swing Line Lender’s Revolving Credit Commitment then in effect), (ii) the Borrower shall not request, and each Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero and (iii) the Total Revolving Extensions of Credit shall at no time during exceed the Maximum Facility Availability at such time. During the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided that at no time Period, the Borrower may the sum of the aggregate outstanding principal amount of use the Swing Line Loans Commitment by borrowing, repaying and reborrowing, all in accordance with the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitmentsterms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. Base Rate Loans only. (a) The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of repay all outstanding Swing Line Loans may be used solely for to the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and applicable Swing Line Lender on or before the thirtieth day (or if such day that is not a Business Day, the next Business Day) ten days after the Borrowing Date with respect to any of each such Swing Line Loans shall, on behalf Loan. The applicable Swing Line Lender shall deliver prompt written notice to the Administrative Agent following the repayment of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount any of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Lender’s Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB (in such capacity, the “Swing Line Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00025,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection Section may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be denominated in Dollars and be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m.P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower Company by crediting the account of the Borrower at JPMCB Company designated by the Company with such proceedsproceeds by 4:00 P.M., New York City time; provided that Swing Line Loans used to finance the reimbursement of an L/C Disbursement as provided in Section 2.6 shall be remitted by the Administrative Agent to the applicable Issuing Lender. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2Section 2.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth fifth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB to act on its behalf), request each Revolving Credit Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f10.1 (f) shall have occurred (in which event the procedures of clause paragraph (c) of this subsection Section shall apply) each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection Section one of the events described in Section 9(fparagraph (f) of Article X shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Revolving Credit Lender will immediately transfer to JPMCB, in immediately available fundsSame Day Funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountparticipation. (d) Whenever, at any time after JPMCB has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Revolving Credit Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 12,500,000, provided that at no time may the sum of the aggregate outstanding principal Swing Line Loans, the Revolving Credit Loans and Letter of Credit Outstandings exceed the lesser of (i) the Revolving Credit Commitments less the amount of any commitment in respect of any working capital facility described in subsection 8.2(i)(iii) and (ii) the Borrowing Base then in effect. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitmentsterms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in the an aggregate minimum amount of $250,000 150,000 or a whole multiple of $25,000 in excess thereof. The proceeds of each the Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Borrower at JPMCB such office with such proceeds. The proceeds of Borrower may at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.2an aggregate principal amount of $150,000 or a whole multiple of $25,000 in excess thereof. (b) JPMCB The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, in order to evidence the Swing Line Loans the Borrower will execute and deliver to the Swing Line Lender a promissory note substantially 41 14 in the form of Exhibit A-5, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "Swing Line Note"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 4.1. The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by the Swing Line Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Swing Line Note or this Agreement. Any Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Commitment Termination Date and (c) bear interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Credit Lender including the Swing Line Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is givengiven (the "Refunded Swing Line Loans"). Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred with respect to the Borrower (in which event the procedures of clause paragraph (ce) of this subsection 2.15 shall apply) each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Administrative Agent for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Administrative Agent specified in subsection 12.2 prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under any Swing Line Note and shall be due under the respective Revolving Credit Loans issued to the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages. The Borrower authorizes the Swing Line Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full such Refunded Swing Line Loans. (cd) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 6.2 have not been satisfied. (e) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (bc) of this subsection 2.15 one of the events described in paragraph (f) of Section 9(f) 9 shall have occurredoccurred and be continuing with respect to the Borrower, each Revolving Credit Lender will, on the date such Revolving Credit Loan would otherwise was to have been mademade pursuant to the notice in subsection 2.15(c), purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to (i) its Revolving Credit Commitment Percentage of such times (ii) the Refunded Swing Line Loans. Each Revolving Credit Lender will immediately transfer to JPMCBthe Swing Line Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (df) Whenever, at any time after JPMCB any Revolving Credit Lender has received from any Lender such Lender’s purchased a participating interest in a Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s 's participating interest was outstanding and funded) in like funds as received); provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBit. (eg) If the maturity date shall have occurred in respect of any tranche of Each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are Lender's obligation to make the Loans referred to in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans subsection 2.15(c) and to purchase participating interests pursuant to subsection 2.15(e) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, Holdings, any of their Subsidiaries or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing. 43 1 SCHEDULE 1.1 TO AMENDMENT ADDRESSES FOR NOTICES; REVOLVING CREDIT COMMITMENTS; TERM LOANS OUTSTANDING THE BANK OF NEW YORK Address for Notice: One ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ention: John ▇▇▇▇▇▇▇ ▇▇▇ecopy: (212) ▇▇▇-▇▇▇▇ ▇▇volving Credit Commitment: $6,000,000.00 Tranche A Term Loan Outstanding: $2,000,000.00 Tranche B Term Loan Outstanding: 0.00 BANK OF SCOTLAND Address for Notice: 565 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ention: Cynt▇▇▇ ▇▇▇▇▇ ▇▇▇ecopy: (212) ▇▇▇-▇▇▇▇ ▇▇volving Credit Commitment: $3,937,500.00 Tranche A Term Loan Outstanding: $1,312,500.00 Tranche B Term Loan Outstanding: 0.00 BANK OF TOKYO-MITSUBISHI TRUST COMPANY Address for Notice: 1251 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ention: Dave ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ecopy: (212) ▇▇▇-▇▇▇▇ ▇▇volving Credit Commitment: $3,937,500.00 Tranche A Term Loan Outstanding: $1,312,500.00 Tranche B Term Loan Outstanding: 0.00 BANKERS TRUST COMPANY Address for Notice: 130 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ention: Gina ▇▇▇▇▇▇▇▇ ▇▇▇ecopy: (212) ▇▇▇-▇▇▇▇ ▇▇volving Credit Commitment: $6,000,000.00 Tranche A Term Loan Outstanding: $2,000,000.00 Tranche B Term Loan Outstanding: $3,000,000.00 44 2 BANQUE FRANCAISE DU COMMERCE EXTERIEUR Address for Notice: 645 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ention: Fred▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ecopy: (212) ▇▇▇-▇▇▇▇ ▇▇volving Credit Commitment: $4,500,000.00 Tranche A Term Loan Outstanding: $1,500,000.00 Original Tranche B Term Loan Outstanding: 0.00 BANQUE PARIBAS Address for Notice: 2121 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ention: Dean▇▇ ▇▇▇▇▇▇ ▇▇▇ecopy: (214) ▇▇▇-▇▇▇▇ ▇▇volving Credit Commitment: $3,937,500.00 Tranche A Term Loan Outstanding: $1,312,500.00 Tranche B Term Loan Outstanding: 0.00 CAISSE NATIONALE DE CREDIT AGRICOLE Address for Notice: 55 E▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ention: Paul ▇▇▇▇▇▇▇ ▇▇▇ecopy: (312) ▇▇▇-▇▇▇▇ ▇▇volving Credit Commitment: $6,000,000.00 Tranche A Term Loan Outstanding: $2,000,000.00 Tranche B Term Loan Outstanding: 0.00

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB Chase agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00010,000,000; provided PROVIDED that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB Chase irrevocable notice (which notice must be received by JPMCB Chase prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof500,000. The proceeds of each Swing Line Loan will be made available by JPMCB Chase to the Borrower Company by crediting the account of the Borrower Company at JPMCB Chase with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2Permitted Uses of Proceeds. (b) JPMCB Chase at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB Chase to act on its behalf), request each Lender, including JPMCBChase, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection shall apply) ), each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB Chase for the account of JPMCB Chase at the office of JPMCB Chase located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection one of the events described in paragraph (f) of Section 9(f) 9 shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCBChase, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB Chase will deliver to such Lender a Refunded Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB Chase has received from any Lender such Lender’s 's participating interest in a Swing Line Loan, JPMCB Chase receives any payment on account thereof, JPMCB Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; providedPROVIDED, howeverHOWEVER, that in the event that such payment received by JPMCB Chase is required to be returned, such Lender will return to JPMCB Chase any portion thereof previously distributed by JPMCB Chase to it in like funds as such payment is required to be returned by JPMCBChase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, JPMCB agrees the Swing Line Lenders agree to make swing line loans (individually, a “Swing Line Loan”; collectively, portion of the “Swing Line Loans”) credit otherwise available to the Borrower Borrowers under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans in an Dollars or any Optional Currency ("Swing Line Loans") to the Borrowers; provided ---------------- -------- that (i) the aggregate principal amount of Swing Line Loans outstanding to the Company or the Borrowing Subsidiaries at any one time outstanding shall not to exceed $30,000,000; provided that at no time may the sum relevant Swing Line Commitment then in effect, (ii) none of the aggregate outstanding principal amount Borrowers shall request, and none of the Swing Line Loans and Lenders shall make, any Swing Line Loan in any Optional Currency if, after giving effect to the Aggregate making of such Swing Line Loan, the aggregate amount of the Total Revolving Credit Extensions of Credit denominated in such Optional Currency would exceed the Currency Maximum with respect to such Optional Currency, (iii) none of the Borrowers shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan in Pesetas if, after giving effect to the making of such Swing Line Loan, the aggregate amount of Swing Line Loans denominated in Pesetas would exceed the Franc Equivalent of Ffr 96,000,000 and (iv) none of the Borrowing Subsidiaries shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, (A) the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (B) the Total Revolving Extensions of Credit with respect to such Borrowing Subsidiary would exceed such Borrowing Subsidiary's Designated Maximum or (C) the aggregate amount of Swing Line Loans made by such Swing Line Lender shall exceed the Swing Line Maximum applicable to such Swing Line Lender. During the Revolving Credit CommitmentsCommitment Period, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Amounts borrowed by the Swing Line Loans denominated in Dollars shall be Base Rate Loans and Swing Line Loans denominated in any Optional Currency shall be Foreign Alternate Rate Loans. (b) The relevant Borrower under this subsection may be repaid and, through but excluding or Borrowers shall repay all outstanding Swing Line Loans on the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided 10,000,000, PROVIDED that at no time Swing Line Loan may the sum of be made if the aggregate outstanding principal amount of the Swing Line Loans and to be made would exceed the Aggregate aggregate Available Revolving Credit Extensions of Credit exceed the Revolving Credit CommitmentsCommitments at such time, and PROVIDED, FURTHER, that no Swing Line Loan may be made if, after giving effect thereto, a Borrowing Base Deficiency would exist. Amounts borrowed by the Borrower Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower Company by crediting the account of the Borrower Company at JPMCB the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.23.3. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each month shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection 3.4 shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office Alternate Base Rate Lending Office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender prior to 12:00 Noon noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 3.4 one of the events described in paragraph (f) of Section 9(f) 9 shall have occurred, each Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; providedPROVIDED, howeverHOWEVER, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment Each Lender's obligation to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely purchase participating interests pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.subsection 3.4

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB Chase agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided 20,000,000, PROVIDED that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall may from time to time be (i) ABR Loans, (ii) Money Market Rate Loans or (iii) a combination thereof, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB Chase irrevocable notice (which notice must be received by JPMCB Chase prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount amounts of $250,000 500,000 or a whole multiple thereof, in the case of Swing Line Loans which are ABR Loans, or $2,000,000 or a whole multiple thereof, in the case of Swing Line Loans which are Money Market Rate Loans. In the case of any Swing Line Loans that the Company desires to request as Money Market Rate Loans, the Company may, on any Borrowing Date for Swing Line Loans and prior 12:00 noon, New York City time, request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from Chase, specifying the amount of the proposed Money Market Rate Loans. Upon receipt of such quote, the Company shall promptly (but not later than 12:00 noon, New York City time on such Borrowing Date) notify Chase whether it requests Chase to make Money Market Rate Loans at such Money Market Rate. The proceeds of each Swing Line Loan will be made available by JPMCB Chase to the Borrower Company by crediting the account of the Borrower Company at JPMCB Chase with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB The Swing Line Loans shall be evidenced by a promissory note of the Company substantially in the form of Exhibit C, with appropriate insertions (the "SWING LINE NOTE"), payable to the order of Chase and representing the obligation of the Company to pay the aggregate unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 4.7. Chase is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and, in the absence of manifest error, any such recordation shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded, PROVIDED that the failure of Chase to make such recordation (or any error in such recordation) shall not affect the obligations of the Company hereunder or under the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Termination Date and (c) bear interest for the period from the date thereof on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 4.7. (c) Chase at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after and the Borrowing Date with respect to any Swing Line Loans last Business Day of each month shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB Chase to act on its behalf), request each Lender, including JPMCBChase, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s ▇▇▇▇▇▇'s Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred (in which event the procedures of clause paragraph (cd) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB Chase for the account of JPMCB Chase at the office of JPMCB Chase located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Refunded Swing Line Loans shall be initially ABR Loans or Eurodollar Loans. (cd) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (bc) of this subsection one of the events described in paragraph (f) of Section 9(f) 9 shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCBChase, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB Chase will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (de) Whenever, at any time after JPMCB Chase has received from any Lender such Lender’s ▇▇▇▇▇▇'s participating interest in a Swing Line Loan, JPMCB Chase receives any payment on account thereof, JPMCB Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s ▇▇▇▇▇▇'s participating interest was outstanding and funded) in like funds as received; providedPROVIDED, howeverHOWEVER, that in the event that such payment received by JPMCB Chase is required to be returned, such Lender ▇▇▇▇▇▇ will return to JPMCB Chase any portion thereof previously distributed by JPMCB Chase to it in like funds as such payment is required to be returned by JPMCBChase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower OpCo from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 5,000,000, provided that at in no time may the sum of event shall any Swing Line Loans be made if the aggregate outstanding principal amount of the Swing Line Loans and to be made would, after giving effect to the Aggregate Revolving Credit Extensions use of Credit the proceeds thereof, exceed the Revolving Credit aggregate Available Commitments. Amounts borrowed by the Borrower OpCo under this subsection Section 2.7 may be repaid and, and reborrowed through but excluding the Revolving Credit Termination Date, reborrowedor such earlier date as the Revolving Credit Commitment shall terminate as provided herein. The All Swing Line Loans shall be ABR Loans, made as Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower OpCo shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower OpCo by crediting the account of OpCo at the Borrower at JPMCB office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2Section 3.16. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower OpCo (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), request each Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in clause (f) of Section 9(f) 7 shall have occurred (in which event the procedures of clause (cSection 2.7(c) of this subsection shall apply) and, subject to the terms and conditions hereof, each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender prior to 12:00 Noon noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If If, prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection Section 2.7(b), one of the events described in clause (f) of Section 9(f) 7 shall have occurred, each Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Each Lender's obligation to purchase participating interests pursuant to Section 2.7(c) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, OpCo or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of OpCo, (iv) any breach of this Agreement by OpCo or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00020,000,000; provided that at no time may the Swing Line Lender shall not make any Swing Line Loan if, after giving effect thereto, the sum of the aggregate outstanding principal amount Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made and the Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitmentsterms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be made as ABR Loans, Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in the a minimum amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each the Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower at the Houston office of the Swing Line Lender set forth in subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at JPMCB such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.2an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (b) JPMCB The Swing Line Lender, at any time in its sole and absolute discretion discretion, may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially is an ABR Loan) Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans outstanding on the date such notice is given (the “Refunded Swing Line Loans”) outstanding on the date such notice is given). Unless any of the events described in paragraph (h) of Section 9(f) 9 shall have occurred with respect to the Borrower (in which event the procedures of clause paragraph (cd) of this subsection 2.8 shall apply) ), each Revolving Lender shall make the proceeds of its such Revolving Credit Loan available to JPMCB the Administrative Agent for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Administrative Agent specified in subsection 11.2 prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under any Swing Line Note and shall be due as the respective Revolving Credit Loans made by the Revolving Lenders in accordance with their respective Revolving Credit Commitment Percentages. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan of the Swing Line Lender on the Revolving Credit Termination Date (to the extent such Swing Line Loan has not previously been repaid in full with the proceeds of Revolving Credit Loans). (c) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 6.2 have not been satisfied in respect thereof. (d) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 2.8 one of the events described in paragraph (h) of Section 9(f) 9 shall have occurredoccurred and be continuing with respect to the Borrower, each Revolving Lender with a Revolving Credit Commitment will, on the date such Revolving Credit Loan would otherwise was to have been mademade pursuant to the notice in this subsection 2.8, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to (i) its Revolving Credit Commitment Percentage of such times (ii) the Refunded Swing Line Loans. Each Revolving Lender will immediately transfer to JPMCBthe Swing Line Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (de) Whenever, at any time after JPMCB any Revolving Lender has received from any Lender such Lender’s purchased a participating interest in a Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received); provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBit. (ef) If Each Revolving Lender’s obligation to make the maturity date shall have occurred Loans referred to in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans subsection 2.8(b) and to purchase participating interests pursuant to subsection 2.8(d) shall be repaid in full on such date (absolute, irrevocable and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any of its Subsidiaries or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees at any time and from time to time on and after the Effective Date and prior to the Facility Termination Date, to make swing line Swing Line loans (individually, each a “"Swing Line Loan”; " and collectively, the “"Swing Line Loans”") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the 25,000,000, which Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans (i) shall be ABR Loans, made and maintained pursuant to one or more Advances comprised of Floating Rate Advances and which shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice Advances, (which notice must be received by JPMCB prior to 1:00 p.m., New York City timeii) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be made in the minimum amount of $250,000 1,000,000 (or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to if less, in the Borrower by crediting the account aggregate amount of the Borrower remaining unused portion of the Aggregate Revolving Credit Commitment), and (iii) may be repaid and, so long as no Default or Unmatured Default exists hereunder, reborrowed, at JPMCB the option of the Borrower, in accordance with such proceedsthe provisions hereof. The proceeds of Swing Line Loans may shall constitute "Loans" for all purposes hereunder, except they shall be used solely held by the Swing Line Lender (subject to Section 2.1.2(b) below) and, only for purposes of calculating the purposes referred to in subsection 3.2commitment fee under Section 2.5, shall not be considered a utilization of the Commitment of any Lender hereunder. Notwithstanding the foregoing, the Aggregate Outstanding Credit Exposure shall not exceed the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to If any Swing Line Loans shallLoan is not repaid when due, on behalf of the Borrower (which hereby irrevocably directs JPMCB Swing Line Lender shall give notice to act on its behalf), the Agent to request each Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) as a Floating Rate Advance in an amount equal to the product of such Lender’s Revolving Credit Commitment Percentage of 's Pro Rata Share times the amount outstanding principal balance of such Swing Line Loans Loan (the “"Refunded Swing Line Loans”Loan") outstanding on the date such notice is given. Unless any of ; provided that the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) provision of this subsection shall apply) each not affect the obligation of the Borrower to prepay Swing Line Loans in accordance with Section 2.2. Each Lender shall make the proceeds of its Revolving Credit such Loan available to JPMCB the Agent for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇Swing Line Lender on the next Business Day following such request, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is givenfunds. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line LoansLoan. (c) If prior to At any time before or after a Default or Unmatured Default, if the making Commitments shall have expired or be terminated while any Swing Line Loan is outstanding, each Lender, at the sole option of the Swing Line Lender, shall either (A) notwithstanding the expiration or termination of the Commitments, make a Revolving Credit Loan pursuant to clause (b) as a Floating Rate Advance, which such Loan shall be deemed a "Loan" for all purposes of this subsection one of Agreement and the events described in Section 9(fother Loan Documents, or (B) shall be deemed, without further action by any Person, to have occurred, each Lender will, on purchased from the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Lender a participation in such Swing Line Loan, in either case in an amount equal to its Revolving Credit Commitment Percentage the product of such Refunded Lender's Pro Rata Share times the outstanding principal balance of such Swing Line LoansLoan. Each The Agent shall notify each such Lender of the amount of such Loan or participation, and such Lender will immediately transfer to JPMCBthe Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountor participation. (d) If any such Lender shall not have so made its Loan or its percentage participation available to the Agent pursuant to this Section 2.1.2, such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (i) the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to the Loan, and (ii) the Highest Lawful Rate. Whenever, at any time after JPMCB the Agent has received from any Lender such Lender’s 's Loan or participating interest in a Swing Line Loan, JPMCB the Agent receives any payment on account thereof, JPMCB the Agent will distribute 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 's Loan or participating interest was outstanding and funded) in like funds as received; provided), however, that in the event that which payment shall be subject to repayment by such Lender if such payment received by JPMCB the Agent is required to be returned. Each Revolving Credit Lender's obligation to make the Loans or purchase such participating interests pursuant to this Section 2.1.2 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 will return to JPMCB or any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If other Person may have against the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date Lender, the Agent or any other Person for any reason whatsoever; (and there shall be no adjustment to B) the participations in such Swing Line Loans as occurrence or continuance of a result Default or an Unmatured Default or the termination of the Commitments; (C) the occurrence of such maturity date)any Material Adverse Effect; provided(D) any breach of this Agreement by the Borrower or any other Lender; or (E) any other circumstance, howeverhappening or event whatsoever, that if on the occurrence of such earliest maturity date (after giving effect whether or not similar to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding foregoing. Each Swing Line Loans could Loan, once so participated by any Lender, shall cease to be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such a Swing Line Loans and same Loan with respect to that amount for purposes of this Agreement, but shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required continue to be repaid in full on such earliest maturity datea Loan.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB each Swing Line Bank agrees to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to the Borrower Company from time to time during the Revolving Credit Commitment Period in Dollars in an aggregate principal amount (when added together with all other Swing Line Loans) at any one time outstanding not to exceed $30,000,000; provided , PROVIDED that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall may from time to time be (i) ABR Loans, (ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent and the applicable Swing Line Bank in accordance herewith, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company may, on any Borrowing Date for Swing Line Loans and prior to the time that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a), request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from a Swing Line Bank, specifying the amount of the proposed Money Market Rate Loans and the maturity date thereof (which shall be no less than one and no more than 30 days following such Borrowing Date). Upon receipt of such quote, the Company shall promptly (but not later than the time that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a)) notify the Administrative Agent and the applicable Swing Line Bank whether it requests such Swing Line Bank to make Money Market Rate Loans at such Money Market Rate. The Company shall give JPMCB the Administrative Agent and the applicable Swing Line Bank irrevocable notice (which notice must be received by JPMCB the Administrative Agent and the applicable Swing Line Bank prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of (i) in the case of Swing Line Loans which are ABR Loans, $250,000 500,000 or a whole multiple thereof and (ii) in the case of Swing Line Loans which are Money Market Rate Loans, $2,000,000 or a whole multiple of $1,000,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the applicable Swing Line Bank to the Borrower Company by crediting the specified account of the Borrower at JPMCB Company with such proceedsproceeds in the manner from time to time agreed by the Company and the applicable Swing Line Bank. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.22.2. (b) JPMCB Each Swing Line Bank (i) at any time in its sole and absolute discretion may, (ii) if any Event of Default has occurred and is continuing, shall and (iii) on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB each Swing Line Bank to act on its behalf), request each LenderBank, including JPMCBsuch Swing Line Bank, to make a Revolving Credit Loan in Dollars to the Company (which shall be initially an ABR Loan) in an amount equal to such Lender’s Bank's Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 8 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection shall apply) each Lender Bank shall make the proceeds of its Revolving Credit Loan available to JPMCB the Administrative Agent for the account of JPMCB the applicable Swing Line Bank at the office of JPMCB the Administrative Agent located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection one of the events described in paragraph (f) of Section 9(f) 8 shall have occurred, each Lender Bank will, on the date such Loan would otherwise have been mademade (the "REFUNDING DATE"), purchase an undivided participating interest in the Refunded Swing Line Loans in an amount Dollars equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender On the Refunding Date each Bank will immediately transfer to JPMCBthe Administrative Agent, for the account of the applicable Swing Line Bank, in immediately available funds, the amount of its participation in Dollars and upon receipt thereof JPMCB the Administrative Agent and the applicable Swing Line Bank will deliver to such Lender Bank a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Administrative Agent or a Swing Line Bank has received from any Lender Bank such Lender’s Bank's participating interest in a Swing Line Loan, JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, receives any payment on account thereof, JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, will promptly 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 Bank's participating interest was outstanding and funded) in like funds as received; providedPROVIDED, howeverHOWEVER, that in the event that such payment received by JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, is required to be returned, such Lender Bank will return to JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, any portion thereof previously distributed by JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, to it in like funds as such payment is required to be returned by JPMCBthe Administrative Agent or such Swing line Bank, as the case may be. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment Each Bank's obligation to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of make Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in pursuant to subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there 2.10(b) shall be an automatic adjustment on such date of the participations in such Swing Line Loans absolute and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, unconditional and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.affected by any

Swing Line Commitment. (ai) Subject to the terms and conditions hereof, JPMCB each Swing Line Lender agrees to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (individuallyin Dollars Euro, a “Sterling or any Alternate Swing Line Loan”; collectively, the Foreign Currency (“Swing Line Loans”) to the Borrower from time to time during Borrower; provided that (A) the Revolving Credit Commitment Period in an sum of (x) the aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided that at no time may of Swing Line Loans denominated in Dollars and (y) the sum Dollar Equivalent of the aggregate outstanding principal amount of Swing Line Loans denominated in Euro, Sterling and such Alternate Swing Line Foreign Currency, outstanding as at the date any Swing Line Loan is made shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with any Swing Line Lender’s other outstanding U.S. Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect) and (B) the Borrower shall not request, and no Swing Line Lender shall make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the Aggregate Revolving Credit Extensions Available U.S. Commitments would be less than zero or the Aggregate Total Outstandings of Credit all the Lenders would exceed the Revolving Credit Aggregate U.S. Commitments; provided, further, that the Swing Line Lender shall not be required to (but it may) make a Swing Line Loan to refinance an outstanding Swing Line Loan. Amounts borrowed by During the Commitment Period, the Borrower under this subsection may be repaid anduse the Swing Line Commitment by borrowing, through but excluding repaying and reborrowing, all in accordance with the Revolving Credit Termination Date, reborrowedterms and conditions hereof. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Euro Cost of Funds Loans. , Sterling Cost of Funds Loans or Alternate Swing Line Foreign Currency Cost of Funds Loans only. (ii) The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateTermination Date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB (in such capacity, the Swing Line Lender) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00025,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection Section may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be denominated in Dollars and be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m.P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower Company by crediting the account of the Borrower at JPMCB Company designated by the Company with such proceedsproceeds by 4:00 P.M., New York City time; provided that Swing Line Loans used to finance the reimbursement of an L/C Disbursement as provided in Section 2.6 shall be remitted by the Administrative Agent to the applicable Issuing Lender. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2Section 2.2. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), request each Lender, including JPMCB, Revolving Credit Lender to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f10.1(f) shall have occurred (in which event the procedures of clause paragraph (c) of this subsection Section shall apply) each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Swing Line Lender prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection Section one of the events described in Section 9(fparagraph (f) of Article 10 shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Revolving Credit Lender will immediately transfer to JPMCBthe Swing Line Lender, in immediately available fundsSame Day Funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountparticipation. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateLender.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 15,000,000, provided that at no time Swing Line Loan may the sum of be made if the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit to be made would exceed the aggregate Available Revolving Credit CommitmentsCommitments at such time and provided, further, that no Swing Line Loan may be made if, after giving effect thereto, a Borrowing Base Deficiency would exist. Amounts borrowed by the Borrower Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower Company by crediting the account of the Borrower Company at JPMCB the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.23.3. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each month shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection 3.4 shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office Alternate Base Rate Lending Office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender prior to 12:00 Noon 2:00 p.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 3.4 one of the events described in paragraph (f) of Section 9(f) 9 shall have occurred, each Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Each Lender's obligation to purchase participating interests pursuant to subsection 3.4(c) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) any breach of this Agreement by the Company or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB each Swing Line Lender agrees that, during the Revolving Credit Commitment Period, it will make available to make the Borrower in the form of swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) a portion of the credit otherwise available to the Borrower from time to time during under the Revolving Credit Commitment Period in an Commitments; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at any one time outstanding shall not to exceed $30,000,000; provided the Swing Line Commitment then in effect (notwithstanding that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Extensions of Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitments. Amounts borrowed by Commitment then in effect), (ii) the Borrower under this subsection may maturity date of any Swing Line Loan shall be repaid and, through no less than one and no more than thirty days following the Borrowing Date thereof (but excluding in any event not later than the Revolving Credit Termination Date) and (iii) the Borrower shall not request, reborrowedand no Swing Line Lender shall make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans shall may from time to time be ABR (A) Base Rate Loans, (B) Eurodollar Loans, (C) Money Market Rate Loans or (D) a combination thereof, as determined by the Borrower and notified to the Administrative Agent and the applicable Swing Line Lender in accordance herewith; provided that the Borrower shall not be entitled have the right to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested convert Swing Line Loan, which Loans of one Type into Swing Line Loans of any other Type (it being understood that the foregoing shall be in not prevent the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Borrower from repaying any Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The from proceeds of Swing Line Revolving Credit Loans may be used solely for the purposes referred to in subsection 3.2of any Type). (b) JPMCB The Borrower may at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect from time to time prepay any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjustedsubject, in the case of interest paymentsthe prepayment of Swing Line Loans that are Eurodollar Loans, to reflect the period payment of time during which breakage costs, if any, pursuant to Section 2.17. The Borrower shall repay each such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Loan on its maturity or as required by Section 2.5(a). Immediately following the prepayment or repayment of any Swing Line Loan the applicable Swing Line Lender shall be repaid in full on such provide the Administrative Agent (which shall promptly forward a copy thereof to each other Swing Line Lender) with a written notice of the amount and the date (and there shall be no adjustment to the participations in of prepayment or repayment of such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateLoan.”

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB from time to time during the Availability Period, each Swing Line Lender severally agrees that it will make available to make the Borrower in the form of swing line loans funded and repayable solely in Dollars (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) a portion of the credit otherwise available to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed under the Revolving Credit Commitments. Amounts borrowed ; provided that (i) the aggregate principal amount of Swing Line Loans outstanding made by such Swing Line Lender shall not exceed such Swing Line Lender’s Revolving Credit Commitment then in effect, (ii) such Swing Line Lender’s Revolving Credit Exposure shall not at any time exceed its Revolving Credit Commitment then in effect, (iii) the aggregate principal amount of all outstanding Swing Line Loans shall not at any time exceed the Swing Line Sublimit and (iv) the Borrower under this subsection shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the Availability would be less than zero; provided further, that a Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. During the Availability Period, the Borrower may be repaid andborrow, through but excluding prepay and reborrow Swing Line Loans, all in accordance with the Revolving Credit Termination Date, reborrowedterms and conditions hereof. The Each Borrowing of Swing Line Loans shall be comprised entirely of ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB At the time that each Swing Line Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $250,000 and not less than $500,000; provided that a Swing Line Borrowing may be in an aggregate amount that is equal to the entire Unused Total Revolving Credit Commitment. (c) The failure of any Swing Line Lender to make its ratable portion of a Swing Line Loan shall not relieve any other Swing Line Lender of its obligation hereunder to make its ratable portion of such Swing Line Loan on the date of such Swing Line Loan, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the ratable portion of a Swing Line Loan to be made by such other Swing Line Lender on the date of any Swing Line Loan. (d) Any Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, and on in any event within five Business Days following the thirtieth day (or if such day is not a Business Day, date of the next Business Day) after the Borrowing Date with respect to making of any Swing Line Loans Loan shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB authorizes the Swing Line Lender so to act on its behalf), on one Business Day’s notice given by the Swing Line Lender no later than 12:00 noon, New York City time, shall, request by written notice to the Agent, require the each Lender, including JPMCB, Lender to make a Revolving Credit Loan (which shall initially be initially an ABR Loan) ), in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate amount of such the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lender. Each Lender hereby absolutely and unconditionally agrees, promptly upon the receipt of such notice from the Agent (in any event, if such notice is given. Unless any of received by 12:00 noon, New York City time on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall immediately succeeding Business Day), to make the proceeds amount of its such Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) Agent in funds immediately available on the Business Day next succeeding the date such notice is givenfunds. The proceeds of such Revolving Credit Loans shall be made immediately applied available by the Agent to repay the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans. (ce) If prior to the making of time a Revolving Credit Loan would have otherwise been made pursuant to clause (b) of this subsection Section 2.02(d), one of the events described in Section 9(f7.01(e) or (f) shall have occurredoccurred and be continuing with respect to any Loan Party, each or if for any other reason, as determined by any Swing Line Lender willin its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.02(d), any Swing Line Lender may by written notice given to the Agent not later than 12:00 noon , New York City time, on any Business Day require the date Revolving Credit Lenders to acquire participations on such Loan would otherwise have been made, purchase an undivided participating interest Business Day in all or a portion of its Swing Line Loans outstanding. Such notice shall specify the Refunded aggregate amount of Swing Line Loans in an amount equal which Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to its each Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Revolving Credit Commitment Percentage of such Refunded Swing Line Loan or Loans. Each Revolving Credit Lender will immediately hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of such Swing Line Lender, such Revolving Credit Lender’s Revolving Credit Commitment Percentage of such Swing Line Loan or Loans. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer to JPMCB, in of immediately available funds, in the amount same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of its participation the Revolving Credit Lenders), and upon receipt thereof JPMCB will deliver the Agent shall promptly pay to such Swing Line Lender the amounts so received by it from the Revolving Credit Lenders. The Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Agent and not to such Swing Line Lender. (f) Any amounts received by such Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan Participation Certificate dated the date of after receipt of by such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any payment on account thereof, JPMCB will distribute such amounts received by the Agent shall be promptly remitted by the Agent to the Revolving Credit Lenders that shall have made their payments pursuant to this paragraph and to such Lender its participating interest in such amount (appropriately adjustedSwing Line Lender, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as receivedtheir interests may appear; provided, however, provided that in the event that any such payment received by JPMCB is required so remitted shall be repaid to be returnedsuch Swing Line Lender or to the Agent, such Lender will return as applicable, if and to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as the extent such payment is required to be returned by JPMCBrefunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (eg) If the maturity date shall have occurred in respect of any tranche of Each Revolving Credit Commitments at a time when another tranche Lender’s obligation to make the Loans referred to in Section 2.02(d) and to purchase participating interests pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, (i) any setoff, counterclaim, recoupment, defense or tranches of other right which such Revolving Credit Commitments is Lender or are in effect with a longer maturity date, then on any Loan Party may have against the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date Lender, any other Loan Party or any other Person for any reason whatsoever, (and there shall be no adjustment ii) the occurrence or continuance of a Default or an Event of Default or the failure to the participations in such Swing Line Loans as a result satisfy any of the occurrence of such maturity date); providedother conditions specified in Article 4, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date iii) a reduction or termination of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall (iv) any adverse change in the condition (financial or otherwise) of any Loan Party, (v) any breach of this Agreement or any other Loan Document by any Loan Party or any other Revolving Credit Lender, or (vi) any other circumstance, happening or event whatsoever, whether or not be so required similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB (in such capacity, the "Swing Line Lender") agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00010,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be denominated in Dollars and be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m.P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower Company by crediting the account of the Borrower at JPMCB Company designated by the Company with such proceedsproceeds by 4:00 P.M., New York City time; provided that Swing Line Loans used to finance the reimbursement of an LC Disbursement as provided in subsection 4.6 shall be remitted by the Administrative Agent to the applicable Issuing Lender. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.24.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth fifth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 10 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at 270 Park Avenue, New York, New York 10017 prior to 12:00 Noon (New Y▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇) ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available ▇▇▇▇▇able on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection one of the events described in paragraph (f) of Section 9(f) 10 shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available fundsSame Day Funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountparticipation. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s 's participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 5,000,000, provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans, the Revolving Credit Loans and the Aggregate Revolving Credit Extensions Letter of Credit Outstandings exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding During the Revolving Credit Termination DateCommitment Period, reborrowedthe Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice may be telephonic and must be received by JPMCB the Swing Line Lender prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in the an aggregate minimum amount of $250,000 150,000 or a whole multiple of $25,000 in excess thereof. Any such telephonic borrowing notice shall be confirmed promptly by a written borrowing notice to the Administrative Agent, delivered by hand or by telecopy. The proceeds of each the Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Borrower at JPMCB such office with such proceeds. The proceeds of Borrower may at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 1:00 p.m. on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.2an aggregate principal amount of $150,000 or a whole multiple of $25,000 in excess thereof. (b) JPMCB The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, in order to evidence the Swing Line Loans the Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-3, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "Swing Line Note"), payable to the order of the Swing Line Lender, or its valid and registered assigns, and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in Section 4.1. The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation shall, in the absence of manifest error and to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by the Swing Line Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Swing Line Note or this Agreement. Any Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Commitment Termination Date and (c) bear interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, Section 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Credit Lender including the Swing Line Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is givengiven (the "Refunded Swing Line Loans"). Unless any of the events described in Section 9(fparagraph (f) of Article 9 shall have occurred with respect to the Borrower (in which event the procedures of clause paragraph (ce) of this subsection Section 2.13 shall apply) each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Administrative Agent for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Administrative Agent specified in Section 12.2 prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under any Swing Line Note and shall be due under the respective Revolving Credit Loans of the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages. The Borrower authorizes the Swing Line Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full such Refunded Swing Line Loans. (cd) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not make any Swing Line Loans if the conditions set forth in Section 6.2 have not been satisfied. (e) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (bc) of this subsection Section 2.13 one of the events described in Section 9(fparagraph (f) of Article 9 shall have occurredoccurred and be continuing with respect to the Borrower, each Revolving Credit Lender will, on the date such Revolving Credit Loan would otherwise was to have been mademade pursuant to the notice in Section 2.13(c), purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the Swing Line Loans outstanding as of such Refunded Swing Line Loansdate. Each Revolving Credit Lender will immediately transfer to JPMCBthe Swing Line Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (df) Whenever, at any time after JPMCB any Revolving Credit Lender has received from any Lender such Lender’s purchased a participating interest in a Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s 's participating interest was outstanding and funded) in like funds as received); provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBit. (eg) If the maturity date shall have occurred in respect of any tranche of Each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are Lender's obligation to make the Loans referred to in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Section 2.13(c) and to purchase participating interests pursuant to Section 2.13(e) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, CCHC, any of their Subsidiaries or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereofof this Agreement, JPMCB each Swing Line Lender agrees to make swing line loans to the Swing Line Borrowers on a revolving basis (individuallyeach such loan, a “"Swing Line Loan”; collectively, the “Swing Line Loans”") to the Borrower from time to time on any Business Day during the Revolving Credit Commitment Period period from the Closing Date to the Termination Date in an aggregate principal amount at any one time outstanding for the Swing Line Borrowers collectively not to exceed $30,000,000; provided that at no time may the sum of the aggregate outstanding principal Dollar Equivalent amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of U.S. $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received25.0 million; provided, however, that (i) the aggregate amount (or CHF Equivalent with respect to M-T AG) of Swing Line Loans made and outstanding at any one time to any Subsidiary Swing Line Borrower shall not exceed the Subsidiary Swing Line Borrower Sublimit for such Subsidiary Swing Line Borrower (or with respect to the German Subsidiaries, the collective sublimit of the German Subsidiaries) and the aggregate Dollar Equivalent amount of Swing Line Loans made to US Borrower shall not exceed the US Borrower Sublimit, (ii) the sum of the Dollar Equivalent amount of the aggregate principal amount of all outstanding Swing Line Loans, plus the aggregate principal Dollar Equivalent amount of all other outstanding Revolving Facility Loans, plus (without duplication) the Effective Amount of all L/C Obligations shall not at any time exceed the Revolving Facility Commitments of all Revolving Facility Lenders and (iii) Scotiabank need only make Swing Line Loans in U.S. Dollars to US Borrower and in Pounds Sterling to M-T Leicester; Credit Suisse need only make Swing Line Loans to M-T AG in such currencies as it shall agree with such Subsidiary Swing Line Borrower; and each other Swing Line Lender need only make Swing Line Loans to the Subsidiary Swing Line Borrower as it shall agree with and in the event that such payment received by JPMCB is required to Applicable Currency as it and the applicable Subsidiary Swing Line Borrower shall agree. All Swing Line Loans made in U.S. Dollars shall be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds made and maintained as such payment is required to be returned by JPMCBABR Loans. (eb) If Notwithstanding any other provision of this Agreement, (i) each of the maturity date German Subsidiaries shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding only borrow Swing Line Loans shall be repaid in full on such date (in, and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect Lender need make any Swing Line Loan to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding such Subsidiary Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity dateBorrower other than in, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.Deutschemarks; (ii)

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “--------------- "Swing Line Loans”") to the Borrower Company from time to time during the Revolving Credit ----------------- Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 10,000,000, provided that at no time Swing Line Loan may be made if the sum of the -------- aggregate outstanding principal amount of the Swing Line Loans and to be made would exceed the Aggregate aggregate Available Revolving Credit Extensions of Credit exceed the Revolving Credit CommitmentsCommitments at such time. Amounts borrowed by the Borrower Company under this subsection 2.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower Company by crediting the account of the Borrower Company at JPMCB the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.22.3. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each month shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Credit Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “"Refunded -------- Swing Line Loans”") outstanding on the date such notice is given. Unless any of ---------------- the events described in paragraph (f) of Section 9(f) 8 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection 2.4 shall apply) each such Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender specified in subsection 9.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 Noon noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 2.4 one of the events described in paragraph (f) of Section 9(f) 8 shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each such Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided, however, provided that in -------- the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect The obligation of any tranche of each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Lender to purchase participating interests pursuant to subsection 2.4(c) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement by any Borrower or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees the Swing Line Lender in reliance upon the agreement of the other Revolving Credit Lenders set forth in Section 2.7, may agree to make swing line loans (individually, a “Swing Line Loan”; collectively, portion of the “Swing Line Loans”) credit otherwise available to the Borrower under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not by making swing line loans (“Swing Line Loans”) to exceed $30,000,000the Borrower; provided that at no time may (i) the sum making of any Swing Line Loan shall be in the aggregate outstanding principal amount sole and absolute discretion of the Swing Line Loans Lender (including, without limitation, sole and absolute discretion as to whether to make such Swing Line Loan in the event there are any Defaulting Revolving Credit Lenders and the Aggregate Swing Line Lender may impose any additional terms and conditions to the making of such Swing Line Loan not in violation of this Agreement), (ii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any other Swing Line Loan, (iii) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Extensions Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect) and (iv) the Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit exceed Commitments would be less than zero. During the Revolving Credit Commitments. Amounts borrowed by Commitment Period, the Borrower under this subsection may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be repaid andBase Rate Loans only. The Borrower shall repay each outstanding Swing Line Loan on the earlier of (x) ten Business Days after the borrowing of such Swing Line Loan, through but excluding (y) one Business Day after written notice from the Administrative Agent or the Swing Line Lender to the Borrower that any Revolving Credit Lender has become a Defaulting Revolving Credit Lender, and (z) the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 10,000,000, provided that at no time may the sum of the aggregate outstanding principal Swing Line Loans, the Revolving Credit Loans and Letter of Credit Outstandings exceed the Revolving Credit Commitments less the amount of any working capital facility described in subsection 8.2(i), to the extent that it is not supported by a Letter of Credit as described in subsection 8.2(i)(i). During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitmentsterms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $50,000 in excess thereof. The proceeds of each the Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing Date by crediting the account of the Borrower at JPMCB such office with such proceeds. The proceeds of Borrower may at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 3:00 p.m. on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.2an aggregate principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. (b) JPMCB The Swing Line Loans shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit A-3 to this Agreement, with appropriate insertions (the "Swing Line Note"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 4.1. The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by the Swing Line Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Swing Line Note or this Agreement. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Commitment Termination Date and (c) bear interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Credit Lender including the Swing Line Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is givengiven (the "Refunded Swing Line Loans"). Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred with respect to the Borrower (in which event the procedures of clause paragraph (ce) of this subsection 2.13 shall apply) each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Agent for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Agent specified in subsection 12.2 prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under the Swing Line Note and shall be due under the respective Revolving Credit Notes issued to the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages. The Borrower authorizes the Swing Line Lender to charge the Borrower's accounts with the Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full such Refunded Swing Line Loans. (cd) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsections 6.3 (as of the Amendment and Restatement Effective Date) and 6.2 have not been satisfied. (e) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (bc) of this subsection 2.13 one of the events described in paragraph (f) of Section 9(f) 9 shall have occurredoccurred and be continuing with respect to the Borrower, each Revolving Credit Lender will, on the date such Revolving Credit Loan would otherwise was to have been mademade pursuant to the notice in subsection 2.13(c), purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the aggregate principal amount of such Refunded Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans. Each Revolving Credit Lender will immediately transfer to JPMCBthe Swing Line Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (df) Whenever, at any time after JPMCB any Revolving Credit Lender has received from any Lender such Lender’s purchased a participating interest in a Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s 's participating interest was outstanding and funded) in like funds as received); provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBit. (eg) If the maturity date shall have occurred in respect of any tranche of Each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are Lender's obligation to make the Loans referred to in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans subsection 2.13(c) and to purchase participating interests pursuant to subsection 2.13(e) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, Holdings, any Subsidiary or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB each Swing Line Lender agrees that, during the Revolving Credit Commitment Period, it will make available to make the Borrower in the form of swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in each case, a portion of the credit otherwise available to the Borrower from under the Revolving Credit Commitments; provided that, (i)(x) the aggregate principal amount of Swing Line Loans made by such Swing Line Lender outstanding at any time shall not exceed the lesser of (1) one-quarter of the Swing Line Sublimit and (2) such Swing Line Lender’s Swing Line Commitment, (y) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Sublimit (in each case, notwithstanding that each Swing Line Lender’s Swing Line Loans outstanding at any time, when aggregated with such Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line SublimitCommitment then in effect) and (z), minus the aggregate principal amount of Swing Line Loans made by such Swing Line Lender outstanding at any time, together with its L/C Obligations in respect of Letters of Credit and its other outstanding Revolving Credit Loans hereunder, and (y) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed suchthe Swing Line Lender’s Revolving Credit Commitment then in effectSublimit, (ii) the Borrower shall not request, and each Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero and (iii) the Total Revolving Extensions of Credit shall at no time during exceed the Maximum Facility Availability at such time. During the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided that at no time Period, the Borrower may the sum of the aggregate outstanding principal amount of use the Swing Line Loans Commitment by borrowing, repaying and reborrowing, all in accordance with the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitmentsterms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Base Rate Loans may be used solely for the purposes referred to in subsection 3.2only. (b) JPMCB at any time in its sole and absolute discretion may, and The Borrower shall repay all outstanding Swing Line Loans to the applicable Swing Line Lender on or before the thirtieth day (or if such day that is not a Business Day, the next Business Day) ten days after the Borrowing Date with respect to any of each such Swing Line Loans shall, on behalf Loan. The applicable Swing Line Lender shall deliver prompt written notice to the Administrative Agent following the repayment of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount any of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Lender’s Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received (and forwarded to the Swing Line Lender if different than the Administrative Agent) notice that a Default or Event of Default has occurred and is continuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, that all Defaults and/or Events of Default have been cured or waived), to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided 10,000,000, PROVIDED that at no time Swing Line Loan may the sum of be made if the aggregate outstanding principal amount of the Swing Line Loans and to be made would exceed the Aggregate aggregate Available Revolving Credit Extensions of Credit exceed the Revolving Credit CommitmentsCommitments at such time. Amounts borrowed by the Borrower Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower Company by crediting the account of the Borrower Company at JPMCB the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.23.3. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion dis- cretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each month shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Credit Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 10 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection 3.4 shall apply) each such Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender specified in subsection 12.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 Noon noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 3.4 one of the events described in paragraph (f) of Section 9(f) 10 shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each such Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountparticipation. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided, however, PROVIDED that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect The obligations of any tranche of each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely Lender pursuant to the relevant Extended Revolving Credit Commitments, sub- sections 3.4(b) and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.3.4

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB Chase agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00025,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB Chase irrevocable notice (which notice must be received by JPMCB Chase prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 500,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB Chase to the Borrower Company by crediting the account of the Borrower Company at JPMCB Chase with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.26.2. (b) JPMCB Chase at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB Chase to act on its behalf), request each Lender, including JPMCBChase, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 14 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB Chase for the account of JPMCB Chase at the office of JPMCB Chase located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection one of the events described in paragraph (f) of Section 9(f) 14 shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCBChase, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB Chase will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB Chase has received from any Lender such Lender’s 's participating interest in a Swing Line Loan, JPMCB Chase receives any payment on account thereof, JPMCB Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB Chase is required to be returned, such Lender will return to JPMCB Chase any portion thereof previously distributed by JPMCB Chase to it in like funds as such payment is required to be returned by JPMCBChase. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereofof this Agreement, JPMCB the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower on a revolving basis (each such loan, a "SWING LINE LOAN") from time to time on any Business Day during the Revolving Credit Commitment Period period from and including the date of this Agreement to the Facility A Termination Date in an aggregate principal amount at any one time outstanding not to exceed $30,000,00010,000,000; provided PROVIDED, HOWEVER, that at no time may (x) the sum of the aggregate outstanding principal amount of all outstanding Swing Line Loans plus the aggregate principal amount of all outstanding Facility A Revolving Loans plus the aggregate outstanding L/C Obligations shall not at any time exceed the Facility A Aggregate Commitment, and (y) the Swing Line Lender shall have no obligation to make a Swing Line Loan if the principal amount of such Swing Line Loan, when added to the aggregate principal amount of all Swing Line Loans then outstanding, the L/C Obligations owing to the Swing Line Lender in its capacity as a Lender and the Aggregate aggregate principal amount of all Facility A Revolving Credit Extensions of Credit Loans made by the Swing Line Lender in its capacity as a Lender shall exceed the Revolving Credit CommitmentsFacility A Commitment applicable to the Swing Line Lender in its capacity as a Lender. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loansmade in Dollars and maintained as Floating Rate Loans with interest thereon payable under the terms of SECTIONS 2.8 and 2.11, and shall not be entitled repayments to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice made thereof under the terms of SECTIONS 2.5 (which notice must be received by JPMCB prior to 1:00 p.m.except for the last sentence thereof), New York City time) on the requested Borrowing Date specifying the amount of 2.12, 2.14, and 2.20, in each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each case as if such Swing Line Loan will be were a Floating Rate Advance made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Facility A Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateLoan.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB each Swing Line Bank agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower Company from time to time during the Revolving Credit Commitment Period in Dollars in an aggregate principal amount (when added together with all other Swing Line Loans) at any one time outstanding not to exceed $30,000,000; 40,000,000, provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall may from time to time be (i) ABR Loans, (ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent and the applicable Swing Line Bank in accordance herewith, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company may, on any Borrowing Date for Swing Line Loans and prior to the time that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a), request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from a Swing Line Bank, specifying the amount of the proposed Money Market Rate Loans and the maturity date thereof (which shall be no less than one and no more than 30 days following such Borrowing Date). Upon receipt of such quote, the Company shall promptly (but not later than the time that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a)) notify the Administrative Agent and the applicable Swing Line Bank whether it requests such Swing Line Bank to make Money Market Rate Loans at such Money Market Rate. The Company shall give JPMCB the Administrative Agent and the applicable Swing Line Bank irrevocable notice (which notice must be received by JPMCB the Administrative Agent and the applicable Swing Line Bank prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of (i) in the case of Swing Line Loans which are ABR Loans, $250,000 500,000 or a whole multiple thereof and (ii) in the case of Swing Line Loans which are Money Market Rate Loans, $2,000,000 or a whole multiple of $1,000,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the applicable Swing Line Bank to the Borrower Company by crediting the specified account of the Borrower at JPMCB Company with such proceedsproceeds in the manner from time to time agreed by the Company and the applicable Swing Line Bank. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.22.2. (b) JPMCB Each Swing Line Bank (i) at any time in its sole and absolute discretion may, (ii) if any Event of Default has occurred and is continuing, shall and (iii) on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB each Swing Line Bank to act on its behalf), request each LenderBank, including JPMCBsuch Swing Line Bank, to make a Revolving Credit Loan in Dollars to the Company (which shall be initially an ABR Loan) in an amount equal to such Lender’s Bank's Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 8 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection shall apply) each Lender Bank shall make the proceeds of its Revolving Credit Loan available to JPMCB the Administrative Agent for the account of JPMCB the applicable Swing Line Bank at the office of JPMCB the Administrative Agent located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection one of the events described in paragraph (f) of Section 9(f) 8 shall have occurred, each Lender Bank will, on the date such Loan would otherwise have been mademade (the "Refunding Date"), purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender On the Refunding Date, each Bank will immediately transfer to JPMCBthe Administrative Agent, for the account of the applicable Swing Line Bank, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Administrative Agent and the applicable Swing Line Bank will deliver to such Lender Bank a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Administrative Agent or a Swing Line Bank has received from any Lender Bank such Lender’s Bank's participating interest in a Swing Line Loan, JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, receives any payment on account thereof, JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, will promptly 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 Bank's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, is required to be returned, such Lender Bank will return to JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, any portion thereof previously distributed by JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, to it in like funds as such payment is required to be returned by JPMCBthe Administrative Agent or such Swing line Bank, as the case may be. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment Each Bank's obligation to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of make Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in pursuant to subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there 2.10(b) shall be an automatic adjustment on such date of the participations in such Swing Line Loans absolute and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, unconditional and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against any other Bank or the Company, or the Company may have against any Bank or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company or any of its Subsidiaries; (iv) any breach of this Agreement by the Company or any other Bank (not including any Swing Line Bank); or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided 10,000,000, PROVIDED that at no time Swing Line Loan may the sum of be made if the aggregate outstanding principal amount of the Swing Line Loans and to be made would exceed the Aggregate aggregate Available Revolving Credit Extensions of Credit exceed the Revolving Credit CommitmentsCommitments at such time. Amounts borrowed by the Borrower Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower Company by crediting the account of the Borrower Company at JPMCB the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.23.3. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each month shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Credit Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection 3.4 shall apply) each such Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 Noon noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 3.4 one of the events described in paragraph (f) of Section 9(f) 9 shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each such Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided, however, PROVIDED that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect The obligation of any tranche of each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Lender to purchase participating interests pursuant to subsection 3.4(c) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) any breach of this Agreement by the Company or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to During the Credit Availability Period, the Swing Line Lender agrees, on the terms and conditions hereofset forth in this Agreement, JPMCB agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower pursuant to this Section 2.02 from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided amounts such that at no time may the sum of the aggregate outstanding principal amount of Swing Line Loans shall not exceed the lesser of (i) the amount of the Swing Line Loans and Commitment or (ii) the Aggregate sum of (A) the total Revolving Credit Extensions Commitments at such time minus (B) the aggregate principal amount of Revolving Credit Loans outstanding at such time minus (C) the aggregate principal amount of Fronted Offshore Currency Loans outstanding at such time minus (D) the aggregate amount of Letter of Credit exceed the Revolving Credit CommitmentsObligations at such time. Amounts borrowed by the Borrower under this subsection No Swing Line Loan may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowedoutstanding for more than ten (10) Business Days. The Swing Line Loans shall be ABR Loans, and Lender shall not be entitled make any Swing Line Loan to be converted into Eurodollar Loansrefinance any outstanding Swing Line Loan. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on Immediately upon the requested Borrowing Date specifying the amount making of each requested a Swing Line Loan, which each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each such Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to the product of such Lender’s 's Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (Loan. Within the “Refunded foregoing limits, the Borrower may borrow under this Section 2.02, repay or prepay Swing Line Loans”Loans and reborrow at any time during the Credit Availability Period under this Section 2.02. (b) outstanding The Swing Line Lender may at any time in its sole and absolute discretion request, on behalf of the Borrower (which hereby irrevocably requests the Swing Line Lender to so request on its behalf), that each Lender make a Revolving Credit Loan which is a Base Rate Loan in an amount equal to such Lender's Revolving Credit Commitment Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in accordance with the requirements of Section 2.04 and shall be subject to the conditions set forth in Article III. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Notice of Revolving Credit Borrowing promptly after delivering such notice to the Administrative Agent. Not later than 2:00 p.m. (Central Standard Time) on the date of such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) Revolving Credit Loan, each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and specified in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche Notice of Revolving Credit Commitments at a time when another tranche Borrowing available, in Federal or tranches of Revolving Credit Commitments is or are other funds immediately available in effect with a longer maturity dateDenver, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment Colorado, to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.Administrative Agent at its Payment

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB Chase agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; , provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Revolving Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection 2.2 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be made as ABR Loans, Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB Chase irrevocable notice (which notice must be received by JPMCB Chase prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB Chase to the Borrower Company by crediting the account of the Borrower Company at JPMCB Chase with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.22.4. (b) JPMCB The Swing Line Loans shall be evidenced by a promissory note of the Company substantially in the form of Exhibit A-2, with appropriate insertions (the "Swing Line Note"), payable to the order of Chase and representing the obligation of the Company to pay the aggregate unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 3.5. Chase is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and, in the absence of manifest error, any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure of Chase to make such recordation (or any error in such recordation) shall not affect the obligations of the Company hereunder or under such Note. The Swing Line Note shall (a) be dated the Effective Date, (b) be stated to mature on the Termination Date and (c) bear interest for the period from the date thereof on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 3.5. (c) Chase at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each month shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB Chase to act on its behalf), ) request each LenderBank, including JPMCBChase, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Bank's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 8 shall have occurred with respect to the Company (in which event the procedures of clause paragraph (cd) of this subsection 2.2 shall apply) each Lender Bank shall make the proceeds of its Revolving Credit Loan available to JPMCB Chase for the account of JPMCB Chase at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ address for notice set forth in subsection 10.2 prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (bc) of this subsection 2.2 one of the events described in paragraph (f) of Section 9(f) 8 shall have occurredoccurred with respect to the Company, each Lender Bank will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each Lender Bank will immediately transfer to JPMCBChase, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB Chase will deliver to such Lender Bank a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (de) Whenever, at any time after JPMCB Chase has received from any Lender Bank such Lender’s Bank's participating interest in a Refunded Swing Line Loan, JPMCB Chase receives any payment on account thereof, JPMCB Chase will 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 Bank's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB Chase is required to be returned, such Lender Bank will return to JPMCB Chase any portion thereof previously distributed by JPMCB Chase to it in like funds as such payment is required to be returned by JPMCBChase. (ef) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Each Bank's obligation to purchase participating interests pursuant to subsection 2.2(d) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against Chase, the Company, Holdings or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) any breach of this Agreement by the Company or any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees that, during the Revolving Credit Commitment Period, it will make available to make the Borrower in the form of swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) a portion of the credit otherwise available to the Borrower from time to time during under the Revolving Credit Commitment Period in an Commitments; provided, that (i) the aggregate principal amount of Swing Line Loans outstanding at any one time outstanding shall not to exceed $30,000,000; provided the Swing Line Commitment then in effect (notwithstanding that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and outstanding at any time, when aggregated with the Aggregate Swing Line Lender’s other outstanding Revolving Credit Extensions of Credit Loans hereunder, may exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on Commitment then in effect or the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage then in effect), (ii) the Total Revolving Extensions of Credit shall not exceed the least of (x) the Total Revolving Credit Commitments, (y) the then current Borrowing Base, less the amount of any Reinstated Pre-Petition Revolving Loan Obligations, and (z) for any week, the principal amount of the Total Revolving Extensions of Credit projected to be outstanding during such week as set forth in the Initial Budget for such week plus the Budget Carryover Amount (to be calculated and applied as set forth in the definition of such term in Section 1.1), less the amount of any Reinstated Pre-Petition Revolving Loan Obligations and the Net Pre-Petition Revolving Loan Amount then outstanding, (iii) the Borrower shall not request, and the Swing Line Lender shall not knowingly and intentionally make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loans (Loan, the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any aggregate amount of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Available Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity datewould be less than zero, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.and

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB JPMorgan Chase Bank agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00025,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB JPMorgan Chase Bank irrevocable notice (which notice must be received by JPMCB JPMorgan Chase Bank prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 500,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB JPMorgan Chase Bank to the Borrower by crediting the account of the Borrower at JPMCB JPMorgan Chase Bank with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB JPMorgan Chase Bank at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB JPMorgan Chase Bank to act on its behalf), request each Revolving Lender, including JPMCBJPMorgan Chase Bank, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Revolving Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection shall apply) each Revolving Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB JPMorgan Chase Bank for the account of JPMCB JPMorgan Chase Bank at the office of JPMCB JPMorgan Chase Bank located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection one of the events described in paragraph (f) of Section 9(f) 9 shall have occurred, each Revolving Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Revolving Lender will immediately transfer to JPMCBJPMorgan Chase Bank, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB JPMorgan Chase Bank will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB JPMorgan Chase Bank has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, JPMCB JPMorgan Chase Bank receives any payment on account thereof, JPMCB JPMorgan Chase Bank will distribute to such Revolving Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB JPMorgan Chase Bank is required to be returned, such Lender will return to JPMCB JPMorgan Chase Bank any portion thereof previously distributed by JPMCB JPMorgan Chase Bank to it in like funds as such payment is required to be returned by JPMCBJPMorgan Chase Bank. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB including, without limitation, satisfaction of the conditions set forth in Article IV hereof, the Swing Line Lender agrees to make swing line loans (individuallyeach, a “Swing Line Loan”; ” and, collectively, the “Swing Line Loans”) to the Borrower from time to time on any Business Day during the Revolving Credit Commitment Revolver Period in an aggregate principal amount at any one time outstanding up to but not exceeding the Swing Line Commitment; provided, however, that, without limitation of any provision hereof, no Swing Line Loan shall be made to exceed $30,000,000; provided that at no time may the sum Borrower hereunder if any Default or Event of Default shall have occurred and be continuing or if, after giving effect thereto and to all other Revolving Loans and all Swing Line Loans then outstanding and Revolving Loans and Swing Line Loans being made concurrently therewith, the aggregate outstanding principal amount of all Loans to the Borrower would exceed the lesser of (x) the amount of the Asset Base determined in accordance with the definition thereof (but without giving effect to any Engines or Equipment being acquired with the proceeds of any Swing Line Loan or being added to the Asset Base concurrently therewith) or (y) the Aggregate Revolving Loan Commitment. (b) Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow amounts in respect of Swing Line Loans available under the Swing Line Loans and Commitment during the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower under this subsection may be repaid andRevolver Period, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The provided that proceeds of Swing Line Loans may not be used to refinance outstanding Swing Line Loans. Swing Line Loans shall be solely for the purposes referred to in subsection 3.2Base Rate Loans. (bc) JPMCB The principal amount of any repayment of Swing Line Loans during the Revolver Period shall be deemed available for borrowing hereunder during the Revolver Period, subject to the limitations set forth in subsection (a) of this Section 2.04, and shall otherwise be governed in all respects by the other terms and conditions of this Agreement. Subject to subsection (d) of this Section 2.04, each Swing Line Loan shall be due and payable in full on the earliest of: (x) the end of the Revolver Period, (y) the date of making of any Revolving Loans by the Banks or (y) the last Business Day of any week, unless such Swing Line Loan shall then have been outstanding less than four (4) Business Days, in which event payment shall be due on the one week anniversary of the making of such Swing Line Loan or, if such anniversary shall not be a Business Day, on the immediately succeeding Business Day. (d) The Borrower shall request a Swing Line Loan by notifying the Swing Line Lender of such request by telephone not later than 2:00 p.m., New York City time (which request shall be confirmed by a Notice provided in accordance with Section 2.02 by no later than 4:00 p.m., New York city time on such date), on the proposed Borrowing Date. Each such notice shall be irrevocable, shall constitute a request for a Swing Line Loan on such date (which shall be a Business Day) and shall specify amount of the requested Swing Line Loan. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the Borrower’s general deposit account with the Swing Line Lender on the requested date of such Swing Line Loan. The Borrower may not request more than one (1) Swing Line Loan in any week. (e) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its hits behalf), on one Business Day’s notice given by the Swing Line Lender to each Bank no later than 2:00 p.m., New York City time, request each LenderBank to make, including JPMCBand each Bank hereby agrees to make, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such LenderBank’s Revolving Credit Commitment Percentage of the then aggregate outstanding principal amount of the Swing Line Loans. Each Bank shall make the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB Swing Line Lender at the office Principal Office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇the Administrative Agent in immediately available funds by not later than 12:00 p.m., ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time, one (1) in funds immediately available on the Business Day next succeeding after the date of such notice is givennotice. The proceeds of such Revolving Credit Loans shall be immediately applied by the Swing Line Lender to repay the Refunded outstanding Swing Line Loans. (cf) If If, prior to the making of time a Revolving Credit Loan would otherwise have been made pursuant to clause preceding subsection (be) or otherwise pursuant to this Agreement, a Default or Event of this subsection one Default shall exist or any of the events described in Section 9(f) conditions precedent to making Revolving Loans under this Agreement shall have occurrednot be satisfied, then each Lender willBank shall, on the date such Revolving Loan would otherwise was to have been mademade pursuant to subsection (e) or otherwise pursuant to this Agreement, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage times the aggregate outstanding principal amount of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, Loans then outstanding (the “Swing Line Participation Amount”) for cash in immediately available funds, funds by making such amount available to the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated Lender at the Principal Office of the Administrative Agent by not later than 12:00 p.m., New York City time on the date of receipt of on which such funds and in such amountamounts would otherwise have been payable pursuant to subsection (e). (dg) Whenever, at any time after JPMCB the Swing Line Lender has received from any Lender Bank such LenderBank’s participating interest in a Swing Line LoanParticipation Amount, JPMCB the Swing Line Lender receives any cash payment on account thereofof the Swing Line Loans covered by such Swing Line Participation Amount, JPMCB the Swing Line Lender will distribute to such Lender Bank its participating interest in pro rata share of such amount payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such LenderBank’s participating interest Swing Line Participation Amount was outstanding and funded) in like funds as received); provided, however, that in the event that such any cash payment received by JPMCB Swing Line Lender and paid to the Banks is required to be returnedrefunded, each Bank will promptly following notice from the Swing Line Lender to such effect, return such amount to the Swing Line Lender. (h) Each Bank’s obligation to make Revolving Loans and to purchase participating interests pursuant to this Section 2.04 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii) subject to subsection (e) above, the occurrence or continuance of a Default or Event of Default or the failure of any conditions precedent to making Loans under this Agreement; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of any Loan Document by the Borrower or any Subsidiary or Affiliate thereof or by any other Bank or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Bank shall indemnify and hold harmless the Swing Line Lender will return from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses resulting from any failure on the part of such Bank to JPMCB pay, or from any portion thereof previously distributed by JPMCB to it delay in like funds as paying the Agent any amount such payment Bank is required to be returned by JPMCB. pay in accordance with this Section 2.04 (e) If the maturity date shall have occurred except in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity datelosses, then on liabilities, actions, suits, judgments, demands, costs and expenses suffered by the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity dateLender resulting from its own gross negligence or willful misconduct); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Bank shall be required to pay interest to the Swing Line Loans shall not be so required Lender from the date such amount was due until paid in full, on the unpaid portion thereof, at a rate of interest per annum equal to be repaid in full on such earliest maturity datethe Federal Funds Rate payable upon demand by the Swing Line Lender.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00020,000,000; provided that at no time may the Swing Line Lender shall not make any Swing Line Loan if, after giving effect thereto, the sum of the aggregate outstanding principal amount Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made and the Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitmentsterms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be made as ABR Loans, Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in the a minimum amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each the Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower at the Houston office of the Swing Line Lender set forth in subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at JPMCB such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.2an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (b) JPMCB The Swing Line Lender, at any time in its sole and absolute discretion discretion, may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially is an ABR Loan) Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans outstanding on the date such notice is given (the “Refunded Swing Line Loans”) outstanding on the date such notice is given). Unless any of the events described in paragraph (h) of Section 9(f) 9 shall have occurred with respect to the Borrower (in which event the procedures of clause paragraph (cd) of this subsection 2.5 shall apply) ), each Lender shall make the proceeds of its such Revolving Credit Loan available to JPMCB the Administrative Agent for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Administrative Agent specified in subsection 11.2 prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under any Swing Line Note and shall be due as the respective Revolving Credit Loans made by the Lenders in accordance with their respective Revolving Credit Commitment Percentages. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan of the Swing Line Lender on the Revolving Credit Termination Date (to the extent such Swing Line Loan has not previously been repaid in full with the proceeds of Revolving Credit Loans). (c) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 6.2 have not been satisfied in respect thereof. (d) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 2.5 one of the events described in paragraph (h) of Section 9(f) 9 shall have occurredoccurred and be continuing with respect to the Borrower, each Lender with a Revolving Credit Commitment will, on the date such Revolving Credit Loan would otherwise was to have been mademade pursuant to the notice in this subsection 2.5, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to (i) its Revolving Credit Commitment Percentage of such times (ii) the Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCBthe Swing Line Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (de) Whenever, at any time after JPMCB has received from any Lender such Lender’s has purchased a participating interest in a Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received); provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBit. (ef) If Each Lender’s obligation to make the maturity date shall have occurred Loans referred to in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans subsection 2.5(b) and to purchase participating interests pursuant to subsection 2.5(d) shall be repaid in full on such date (absolute, irrevocable and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower or any of its Subsidiaries or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00010,000,000; provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 500,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower Company by crediting the account of the Borrower Company at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.26.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 14 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection one of the events described in paragraph (f) of Section 9(f) 14 shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 100,000,000, provided that at no time may the sum of the aggregate outstanding principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time. During the Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitmentsterms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be bear interest based upon the ABR Loans, and shall not be entitled to be converted into Eurodollar Loansloans that bear interest at any other rate. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m.11:00 A.M., New York City time) , on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in the a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof. The proceeds of each the Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower at the office of the Swing Line Lender by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at JPMCB such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 A.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.2an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. (b) JPMCB The Swing Line Loans shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit C to this Agreement, with appropriate insertions (the "Swing Line Note"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 2.16. The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by the Swing Line Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Swing Line Note or this Agreement. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Termination Date and (c) bear interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 2.16. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Lender including the Swing Line Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) CREDIT AGREEMENT in an amount equal to such Lender’s Revolving Credit 's Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is givengiven (the "Outstanding Swing Line Loans"). Unless any of the events described in paragraph (f) of Section 9(f) 7 shall have occurred with respect to the Borrower (in which event the procedures of clause paragraph (ce) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Administrative Agent for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Administrative Agent specified in subsection 10.2 prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Outstanding Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under the Swing Line Note and shall be evidenced as provided in subsection 2.7(b). The Borrower authorizes the Swing Line Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Outstanding Swing Line Loans. (cd) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 4.2 have not been satisfied. (e) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (bc) of this subsection 2.20 one of the events described in paragraph (f) of Section 9(f) 7 shall have occurredoccurred and be continuing with respect to the Borrower, each Lender will, on the date such Revolving Credit Loan would otherwise was to have been mademade pursuant to the notice in subsection 2.20(c), purchase an undivided participating interest in the Refunded Outstanding Swing Line Loans Loan in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the aggregate principal amount of such Refunded Swing Line LoansLoans then outstanding. Each Lender will immediately transfer to JPMCBthe Swing Line Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (df) Whenever, at any time after JPMCB has received from any Lender such Lender’s has purchased a participating interest in a Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received); provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBit. (eg) If Each Lender's obligation to make the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated referred to in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred 2.20(c) and to purchase participating interests pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there to subsection 2.20(e) shall be an automatic adjustment on such date of the participations in such Swing Line Loans absolute and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, unconditional and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default; (iii) CREDIT AGREEMENT any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Subsidiary or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (ab) Subject The Borrower agrees that, upon the request to the terms and conditions hereof, JPMCB agrees to make swing line loans (individually, a “Administrative Agent by the Swing Line Loan”; collectivelyLender made on or prior to the Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence the “Swing Line Loans”) Loans the Borrower will execute and deliver to the Borrower Swing Line Lender a promissory note substantially in the form of Exhibit A-3, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time during time, the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not "Swing Line Note"), payable to exceed $30,000,000; provided that at no time may the sum order of the aggregate outstanding Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans and made to the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower under this Borrower, with interest thereon as prescribed in subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed4.1. The Swing Line Loans Note shall (i) be ABR Loansdated the Effective Date, and shall not (i) be entitled stated to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) mature on the requested Borrowing Termination Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely and (iii) provide for the purposes referred to payment of interest in accordance with subsection 3.24.1. (bc) JPMCB The Swing Line Lender, at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business DayDays, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans Lender shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB and authorizes the Swing Line Lender to act on its behalf), request each Revolving Credit Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially as an ABR Loan) Loan in an amount equal to such Revolving Credit Lender’s 's Revolving Credit Commitment Percentage of the principal amount of such all of the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the obligations of the Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 4.4(i). Unless any of the events described in Section 9(f) Revolving Credit Commitments shall have occurred expired or terminated (in which event the procedures of clause paragraph (cd) of this subsection 2.5 shall apply) ), each Revolving Credit Lender shall will make the proceeds of its Revolving Credit Loan available to JPMCB the Administrative Agent for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Administrative Agent prior to 12:00 Noon (Noon, New York City time) , in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If prior to the making Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Credit Lender shall, at the option of the Swing Line Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan pursuant to clause as an ABR Loan (b) which Revolving Credit Loan shall be deemed a "Revolving Credit Loan" for all purposes of this subsection one of Agreement and the events described in Section 9(fother Loan Documents) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, or (ii) purchase an undivided participating interest in the Refunded such Swing Line Loans Loans, in either case in an amount equal to its such Revolving Credit Lender's Revolving Credit Commitment Percentage determined on the date of, and immediately prior to, the expiration or termination of the Revolving Credit Commitments of the aggregate principal amount of such Refunded Swing Line Loans. Each Revolving Credit Lender will make the proceeds of any Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on 41 35 which the Revolving Credit Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that the Revolving Credit Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Revolving Credit Lender shall immediately transfer to JPMCBthe Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (de) Whenever, at any time after JPMCB the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s 's participating interest in a Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s 's participating interest was outstanding and funded) in like funds as received); provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment Lender to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateit.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00010,000,000; provided that at no time Swing Line Loan may the sum of be made if the aggregate outstanding principal amount of the Swing Line Loans and to be made would exceed the Aggregate aggregate Available Revolving Credit Extensions of Credit exceed the Revolving Credit CommitmentsCommitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m.3:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower by crediting the account of the Borrower at JPMCB the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.23.3. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each month shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Credit Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 10 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection 3.4 shall apply) each such Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender specified in subsection 12.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 Noon noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 3.4 one of the events described in paragraph (f) of Section 9(f) 10 shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each such Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, provided that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect The obligation of any tranche of each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Lender to purchase participating interests pursuant to subsection 3.4(c) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement by the Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions --------------------------- hereof, JPMCB agrees the Swing Line Lenders agree to make swing line loans (individually, a “Swing Line Loan”; collectively, portion of the “Swing Line Loans”) credit otherwise available to the Borrower Borrowers under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans in an Dollars or any Optional Currency ("Swing Line Loans") to the Borrowers; provided ---------------- -------- that (i) the aggregate principal amount of Swing Line Loans outstanding to the Company or the Borrowing Subsidiaries at any one time shall not exceed the relevant Swing Line Commitment then in effect and the aggregate principal amount of Swing Line Loans outstanding made by First Union National Bank to the Company shall not to exceed $30,000,000; provided that at no time may the sum Swing Line Approval Limit and Swing Line Maximum then in effect for First Union National Bank (ii) none of the aggregate outstanding principal amount Borrowers shall request, and none of the Swing Line Loans and Lenders shall make, any Swing Line Loan in any Optional Currency if, after giving effect to the Aggregate making of such Swing Line Loan, the aggregate amount of the Total Revolving Credit Extensions of Credit denominated in such Optional Currency would exceed the Currency Maximum with respect to such Optional Currency, (iii) none of the Borrowers shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan in Pesetas if, after giving effect to the making of such Swing Line Loan, the aggregate amount of Swing Line Loans denominated in Pesetas would exceed the Euro Equivalent of 14,600,000 and (iv) none of the Borrowing Subsidiaries shall request, and none of the Swing Line Lenders shall make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, (A) the aggregate amount of the Available Revolving Credit Commitments would be less than zero, (B) the Total Revolving Extensions of Credit with respect to such Borrowing Subsidiary would exceed such Borrowing Subsidiary's Designated Maximum or (C) the aggregate amount of Swing Line Loans made by such Swing Line Lender shall exceed the Swing Line Maximum applicable to such Swing Line Lender. During the Revolving Credit CommitmentsCommitment Period, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Amounts borrowed by the Swing Line Loans denominated in Dollars shall be Base Rate Loans and Swing Line Loans denominated in any Optional Currency shall be Foreign Alternate Rate Loans. (b) The relevant Borrower under this subsection may be repaid and, through but excluding or Borrowers shall repay all outstanding Swing Line Loans on the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Any Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, as defined in the case of interest payments, to reflect Existing Credit Agreement) made under the period of time during which such Lender’s participating interest was Existing Credit Agreement and outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Restatement Effective Date shall constitute Swing Line Loans shall be repaid in full on such date (hereunder from and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateRestatement Effective Date.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided that at no time may 3,000,000.00, provided, that, the Swing Line Lender shall not make any Swing Line Loan if, after giving effect thereto, the sum of the aggregate outstanding principal amount Swing Line Loans, the Revolving Credit Loans and the Letter of Credit Obligations (in each case after giving effect to the Loans requested to be made and the Letters of Credit requested to be issued on such date) exceeds the Aggregate Revolving Credit Commitments. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitmentsterms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Prime Loans and shall not be entitled to be converted into Eurodollar SOFR Rate Loans. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in the a minimum amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each the Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower at the office of the Swing Line Lender set forth in subsection 11.2, or at such other address the Swing Line Lender shall designate in writing to the Borrower from time to time in accordance with subsection 11.2, by 3:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at JPMCB such office with such proceeds. The proceeds of Borrower may at any time and from time to time prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 12:00 Noon, New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.2an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (b) JPMCB The Swing Line Lender, at any time in its sole and absolute discretion discretion, may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) is a Prime Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans outstanding on the date such notice is given (the “Refunded Swing Line Loans”) outstanding on to repay the date such notice is givenSwing Line Lender. Unless any of the events described in paragraph (h) of Section 9(f) 9.1 shall have occurred with respect to the Borrower (in which event the procedures of clause paragraph (cd) of this subsection 2.8 shall apply) ), each Revolving Lender shall make the proceeds of its such Revolving Credit Loan available to JPMCB the Administrative Agent for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ​ ​ the Administrative Agent specified in subsection 11.2 prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under any Swing Line Note and shall be due as the respective Revolving Credit Loans made by the Revolving Lenders in accordance with their respective Revolving Credit Commitment Percentages. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan of the Swing Line Lender on the Revolving Credit Termination Date (to the extent such Swing Line Loan has not previously been repaid in full with the proceeds of Revolving Credit Loans). (c) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in subsection 6.2 have not been satisfied in respect thereof. (d) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 2.8 one of the events described in paragraph (h) of Section 9(f) 9.1 shall have occurredoccurred and be continuing with respect to the Borrower, each Revolving Lender with a Revolving Credit Commitment will, on the date such Revolving Credit Loan would otherwise was to have been mademade pursuant to the notice in this subsection 2.8, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to (i) its Revolving Credit Commitment Percentage of such times (ii) the Refunded Swing Line Loans. Each Revolving Lender will immediately transfer to JPMCBthe Swing Line Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (de) Whenever, at any time after JPMCB any Revolving Lender has received from any Lender such Lender’s purchased a participating interest in a Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender▇▇▇▇▇▇’s participating interest was outstanding and funded) in like funds as received); provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBit. (ef) If Each Revolving Lender’s obligation to make the maturity date shall have occurred Loans referred to in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans subsection 2.8(b) and to purchase participating interests pursuant to subsection 2.8(d) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower or ​ ​ any of its Subsidiaries or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereofset forth in this Agreement, JPMCB the Swing Line Bank agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) lend to the Borrower, and the Borrower may borrow (and repay and reborrow) from time to time during between the Revolving Credit Commitment Period Closing Date and the date which is five (5) Business Days prior to the Maturity Date upon notice by the Borrower to the Swing Line Bank given in accordance with this Section 2.11, such sums as are requested by the Borrower for the purposes set forth in Section 9.6 in an aggregate principal amount at any one time outstanding not to exceed $30,000,000exceeding the Swing Line Commitment (the "Swing Line Loans"); provided that (i) at no time may shall the sum aggregate principal balance of Swing Line Loans then outstanding, when added to the Commitment Percentage of the aggregate Swing Line Bank of all other outstanding Advances (after giving effect to all amounts requested) and the Commitment Percentage of the Swing Line Bank of the Letters of Credit Exposure, exceed the Commitment of the Swing Line Bank; (ii) no Default or Event of Default shall have occurred and be continuing; (iii) Borrower shall be in compliance with the covenant described in the first sentence of Section 2.1; above; and (iv) no Swing Line Loan shall be used to repay a Swing Line Loan. The funding of a Swing Line Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in Section 8 have been satisfied on the date of such funding. (b) The Swing Line Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit G hereto (the "Swing Line Note"), dated the date of this Agreement and completed with appropriate insertions. The Swing Line Note shall be payable to the order of the Swing Line Bank in such amount as may be outstanding from time to time thereunder and shall be payable as set forth below. The Borrower irrevocably authorizes the Swing Line Bank to make or cause to be made, at or about the time of the Drawdown Date of any Swing Line Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on the Loan Account reflecting the making of such Swing Line Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Swing Line Loans set forth on the Loan Account shall be prima facie evidence of the principal amount thereto owing and unpaid to the Aggregate Revolving Credit Extensions Swing Line Bank, but the failure to record, or any error in so recording, any such amount on the Loan Account shall not limit or otherwise affect the obligations of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower hereunder or under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans Note to make payments of principal of or interest on any Swing Line Loan when due. (c) Each borrowing of a Swing Line Loan shall be ABR Loans, and shall not be entitled subject to be converted into Eurodollar Loansthe limits for Prime Rate Advances set forth in Section 2.7(b). The Borrower shall give JPMCB irrevocable request a Swing Line Loan by giving notice to the Swing Line Bank by telephone, telecopy, telex or cable, in each case confirmed in writing by Borrower in an Advance Request, no later than 2:00 p.m. (which notice must be received by JPMCB prior to 1:00 p.m., New York City Boston time) on the requested Borrowing Drawdown Date specifying the amount of each the requested Swing Line Loan, which . The Advance Request shall also contain the statements and certifications required by Section 2.7(a). Each such Advance Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept such Swing Line Loan on the Drawdown Date. Notwithstanding the foregoing, upon the date that the Lenders shall be required to fund the Advances pursuant to Section 2.11(d) to refund such Swing Line Loan, the interest rate shall be reset to the interest rate for a LIBOR Advance with an Interest Period as specified in the minimum amount of $250,000 Advance Request given by Borrower to Lead Agent in connection with such Swing Line Loan, or if no Interest Period is specified, then as a whole multiple thereofPrime Rate Advance. The proceeds of each the Swing Line Loan will be made available by JPMCB the Swing Line Bank to the Borrower at the Lead Agent's Head Office by crediting the account of the Borrower at JPMCB Loan Account with such proceeds. The proceeds of Each Swing Line Loans may Loan shall bear interest at the Swing Line Rate from the date of disbursement until paid in accordance with Section 2.11(d), and such interest shall be used solely for the purposes referred to in subsection 3.2payable on each Interest Payment Date. (bd) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day The Swing Line Bank shall within five (or if such day is not a 5) Business Day, the next Business Day) Days after the Borrowing Drawdown Date with respect to any such Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), Loan request each Lender, including JPMCBthe Swing Line Bank, to make a Revolving Credit Loan (which shall be initially an ABR Loan) Advance pursuant to Section 2.1 in an amount equal to such Lender’s Revolving Credit 's Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”) Loan outstanding on the date such notice is given. Borrower hereby irrevocably authorizes and directs the Swing Line Bank to so act on its behalf, and agrees that any amount advanced to the Lead Agent for the benefit of the Swing Line Bank pursuant to this Section 2.11(d) shall be considered an Advance pursuant to Section 2.1. Unless any of the events described in paragraph (i) of Section 9(f) 12.1 shall have occurred (in which event the procedures of clause (cSection 2.11(e) of this subsection shall apply) ), each Lender shall make the proceeds of its Revolving Credit Loan Advance available to JPMCB the Swing Line Bank for the account of JPMCB the Swing Line Bank at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Lead Agent's Head Office prior to 12:00 Noon 11:00 a.m. (New York City Boston time) in funds immediately available on no later than the third (3rd) Business Day next succeeding after the date such notice is givengiven just as if the Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the Notes. The proceeds of such Revolving Credit Loans Advance shall be immediately applied to repay the Refunded Swing Line Loans. (ce) If prior to the making of a Revolving Credit Loan an Advance pursuant to clause (bSection 2.11(d) by all of this subsection the Lenders, one of the events described in Section 9(f12.1(i) shall have occurred, each Lender will, on the date such Loan would otherwise Advance pursuant to Section 2.11(d) was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each Lender will immediately transfer to JPMCB, the Swing Line Bank in immediately available funds, funds the amount of its participation and upon receipt thereof JPMCB the Swing Line Bank will deliver to such Lender a Swing Line Loan Participation Certificate participation certificate dated the date of receipt of such funds and in such amount. (df) Whenever, Whenever at any time after JPMCB the Swing Line Bank has received from any Lender such Lender’s 's participating interest in a Swing Line LoanLoan as provided in Section 2.11(e) above, JPMCB the Swing Line Bank receives any payment on account thereof, JPMCB the Swing Line Bank will distribute to such Lender its participating interest in such amount (appropriately adjusted, adjusted in the case of interest payments, payments to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received); provided, however, that in the event that such payment received by JPMCB the Swing Line Bank is required to be returned, such Lender will return to JPMCB the Swing Line Bank any portion thereof previously distributed by JPMCB the Swing Line Bank to it in like funds as such payment is required to be returned by JPMCBit. (eg) If the maturity date shall have occurred in respect Any portions of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall Loan not so purchased or converted may be repaid in full on such date (and there shall be no adjustment to treated by the participations in such Swing Line Loans Bank as a result of an Advance which was not funded by the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations non-purchasing Lender as contemplated in subsection 3.3(dby Section 2.7(f) and Section 17.5(c)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding . Each Swing Line Loans could Loan, once so sold or converted, shall cease to be incurred pursuant a Swing Line Loan for the Extended Revolving Credit Commitments which will remain in effect after the occurrence purposes of such maturity datethis Agreement, then there but shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateAdvance made by each Lender under its Commitment.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, that all Events of Default have been cured or waived), to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 15,000,000, provided that at no time Swing Line Loan may the sum of be made if the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit to be made would exceed the aggregate Available Revolving Credit CommitmentsCommitments at such time. Amounts borrowed by the Borrower Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m.3:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower Company by crediting the account of the Borrower Company at JPMCB the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.23.3. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth 15th day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each month shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection 3.4 shall apply) each Revolving Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender specified in Section 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 Noon 2:00 P.M. (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 3.4 one of the events described in paragraph (f) of Section 9(f) 9 shall have occurred, each Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountparticipation. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Lender such Lender’s participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect The obligation of any tranche of each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Lender pursuant to subsections 3.4(b) and 3.4(c) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) any breach of this Agreement by the Company or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 15,000,000, provided that at no time Swing Line Loan may the sum of be made if the aggregate outstanding principal amount of the Swing Line Loans and to be made would exceed the Aggregate aggregate Available Revolving Credit Extensions of Credit exceed the Revolving Credit CommitmentsCommitments at such time. Amounts borrowed by the Borrower Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower Company by crediting the account of the Borrower Company at JPMCB the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.23.3. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business 31 EXECUTION COPY Day of each month shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection 3.4 shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office Alternate Base Rate Lending Office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender prior to 12:00 Noon 2:00 p.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 3.4 one of the events described in paragraph (f) of Section 9(f) 9 shall have occurred, each Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment Each Lender's obligation to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely purchase participating interests pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.subsection 3.4

Swing Line Commitment. (a) Subject to the terms and conditions --------------------- hereof, JPMCB the Swing Line Lender agrees that, during the U.S. Revolving Credit Commitment Period, it will make available to make the U.S. Borrower in the form of swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") a portion of the credit otherwise ---------------- available to the U.S. Borrower from time to time during under the U.S. Revolving Credit Commitment Period in an Commitments; provided that (i) the aggregate principal amount of Swing Line Loans outstanding -------- at any one time outstanding shall not to exceed $30,000,000; provided the Swing Line Commitment then in effect (notwithstanding that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender's other outstanding U.S. Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender's U.S. Revolving Credit Commitment then in effect) and (ii) the U.S. Borrower shall not request, and the Aggregate Swing Line Lender shall not make, any Swing Line Loan unless, after giving effect to the making of such Swing Line Loan, (A) the Available U.S. Revolving Credit Commitment of each U.S. Revolving Credit Lender would be equal to or greater than zero, and (B) the Aggregate U.S. Revolving Extensions of Credit would not exceed the Borrowing Base of the U.S. Borrower. During the U.S. Revolving Credit CommitmentsCommitment Period, the U.S. Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall be ABR Loans, denominated in U.S. Dollars and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB irrevocable notice (which notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of $250,000 or a whole multiple thereof. The proceeds of each Swing Line Loan will be made available by JPMCB to the Borrower by crediting the account of the Borrower at JPMCB with such proceeds. The proceeds of Swing Line U.S. Base Rate Loans may be used solely for the purposes referred to in subsection 3.2only. (b) JPMCB at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the The U.S. Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in Section 9(f) shall have occurred (in which event the procedures of clause (c) of this subsection shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB for the account of JPMCB at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurred, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender will immediately transfer to JPMCB, in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB has received from any Lender such Lender’s participating interest in a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB is required to be returned, such Lender will return to JPMCB any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans on the U.S. Revolving Credit Termination Date. The U.S. Borrower shall be repaid in full on such date (and there shall be no adjustment to the participations in such also prepay all Swing Line Loans as a result then outstanding simultaneously with each borrowing of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of U.S. Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateLoans.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB each Swing Line Bank agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower Company from time to time during the Revolving Credit Commitment Period in Dollars in an aggregate principal amount (when added together with all other Swing Line Loans) at any one time outstanding not to exceed $30,000,000; , provided that at no time may the sum of the aggregate outstanding principal amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower Company under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The Swing Line Loans shall may from time to time be (i) ABR Loans, (ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Company and notified to the Administrative Agent and the applicable Swing Line Bank in accordance herewith, and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company may, on any Borrowing Date for Swing Line Loans and prior to the time that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a), request a quote of the Money Market Rate which would be applicable for such Swing Line Loans from a Swing Line Bank, specifying the amount of the proposed Money Market Rate Loans and the maturity date thereof (which shall be no less than one and no more than 30 days following such Borrowing Date). Upon receipt of such quote, the Company shall promptly (but not later than the time that an irrevocable notice requesting such Swing Line Loans must be made pursuant to this subsection 2.10(a)) notify the Administrative Agent and the applicable Swing Line Bank whether it requests such Swing Line Bank to make Money Market Rate Loans at such Money Market Rate. The Company shall give JPMCB the Administrative Agent and the applicable Swing Line Bank irrevocable notice (which notice must be received by JPMCB the Administrative Agent and the applicable Swing Line Bank prior to 1:00 p.m.12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the minimum amount of (i) in the case of Swing Line Loans which are ABR Loans, $250,000 500,000 or a whole multiple thereof and (ii) in the case of Swing Line Loans which are Money Market Rate Loans, $1,000,000 or a whole multiple of $1,000,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the applicable Swing Line Bank to the Borrower Company by crediting the specified account of the Borrower at JPMCB Company with such proceedsproceeds in the manner from time to time agreed by the Company and the applicable Swing Line Bank. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.22.2. (b) JPMCB Each Swing Line Bank (i) at any time in its sole and absolute discretion may, (ii) if any Event of Default has occurred and is continuing, shall and (iii) on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB each Swing Line Bank to act on its behalf), request each LenderBank, including JPMCBsuch Swing Line Bank, to make a Revolving Credit Loan in Dollars to the Company (which shall be initially an ABR Loan) in an amount equal to such Lender’s Bank's Revolving Credit Commitment Percentage of the amount of such Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 8 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection shall apply) each Lender Bank shall make the proceeds of its Revolving Credit Loan available to JPMCB the Administrative Agent for the account of JPMCB the applicable Swing Line Bank at the office of JPMCB the Administrative Agent located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection one of the events described in paragraph (f) of Section 9(f) 8 shall have occurred, each Lender Bank will, on the date such Loan would otherwise have been mademade (the "Refunding Date"), purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each Lender On the Refunding Date, each Bank will immediately transfer to JPMCBthe Administrative Agent, for the account of the applicable Swing Line Bank, in immediately available funds, the amount of its participation in Dollars and upon receipt thereof JPMCB the Administrative Agent and the applicable Swing Line Bank will deliver to such Lender Bank a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Administrative Agent or a Swing Line Bank has received from any Lender Bank such Lender’s Bank's participating interest in a Swing Line Loan, JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, receives any payment on account thereof, JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, will promptly 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 Bank's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, is required to be returned, such Lender Bank will return to JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, any portion thereof previously distributed by JPMCB the Administrative Agent or such Swing Line Bank, as the case may be, to it in like funds as such payment is required to be returned by JPMCBthe Administrative Agent or such Swing line Bank, as the case may be. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment Each Bank's obligation to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of make Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in pursuant to subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there 2.10(b) shall be an automatic adjustment on such date of the participations in such Swing Line Loans absolute and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, unconditional and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against any other Bank or the Company, or the Company may have against any Bank or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company or any of its Subsidiaries; (iv) any breach of this Agreement by the Company or any other Bank (not including any Swing Line Bank); or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and --------------------- conditions hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; --------------- collectively, the “"Swing Line Loans”") to the Borrower from time to time during ---------------- the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00010,000,000; provided that at no time Swing Line Loan -------- may the sum of be made if the aggregate outstanding principal amount of the Swing Line Loans and to be made would exceed the Aggregate aggregate Available Revolving Credit Extensions of Credit exceed the Revolving Credit CommitmentsCommitments at such time. Amounts borrowed by the Borrower under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower by crediting the account of the Borrower at JPMCB the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.23.3. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each month shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Credit Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. -------------------------- Unless any of the events described in paragraph (f) of Section 9(f) 9 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection 3.4 shall apply) each such Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender specified in subsection 11.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 Noon noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 3.4 one of the events described in paragraph (f) of Section 9(f) 9 shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each such Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided, however, provided that in the event -------- that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect The obligation of any tranche of each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Lender to purchase participating interests pursuant to subsection 3.4(c) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement by the Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,00010,000,000; provided that at no time Swing Line Loan may the sum of be made if the aggregate outstanding principal amount of the Swing Line Loans and to be made would exceed the Aggregate aggregate Available Revolving Credit Extensions of Credit exceed Commitments at such time or the Revolving Credit CommitmentsBorrowing Base then in effect. Amounts borrowed by the Borrower under this subsection Section 2.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower by crediting the account of the Borrower at JPMCB the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2Section 2.3. (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each month shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Credit Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 8 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection Section 2.4 shall apply) each such Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender specified in Section 10.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 Noon noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection Section 2.4 one of the events described in paragraph (f) of Section 9(f) 8 shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each such Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Revolving Credit Lender such Lender’s participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded) in like funds as received; provided, however, provided that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect The obligation of any tranche of each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans Lender to purchase participating interests pursuant to Section 2.4(c) shall be repaid in full on such date (absolute and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans unconditional and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement by the Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to be repaid in full on such earliest maturity dateany of the foregoing.

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB agrees the Swing Line Lender agrees, so long as the Administrative Agent has not received (and forwarded to the Swing Line Lender if different than the Administrative Agent) notice that a Default or Event of Default has occurred and is continuing (in each case until such notice has been rescinded or the Administrative Agent determines in good faith, and notifies the Swing Line Lender, that all Defaults and/or Events of Default have been cured or waived), to make swing line loans (individually, a “"Swing Line Loan”; ", collectively, the “"Swing Line Loans”") to the Borrower Company from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 10,000,000, provided that at no time Swing Line Loan may the sum of be made if the aggregate outstanding principal amount of the Swing Line Loans and to be made would exceed the Aggregate aggregate Available Revolving Credit Extensions of Credit exceed the Revolving Credit CommitmentsCommitments at such time. Amounts borrowed by the Borrower Company under this subsection 3.4 may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be ABR Loans, made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower Company shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in the an aggregate minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower Company by crediting the account of the Borrower Company at JPMCB the office of the Swing Line Lender with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.22.3(c). (b) JPMCB The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth fifteenth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans and last Business Day of each month shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Revolving Credit Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the amount of such the Swing Line Loans (the “"Refunded Swing Line Loans”") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 9(f) 10 shall have occurred (in which event the procedures of clause paragraph (c) of this subsection 3.4 shall apply) each such Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Swing Line Lender for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Swing Line Lender specified in subsection 12.2 (or such other location as the Swing Line Lender may direct) prior to 12:00 Noon noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan pursuant to clause paragraph (b) of this subsection 3.4 one of the events described in paragraph (f) of Section 9(f) 10 shall have occurred, each Revolving Credit Lender will, on the date such Loan would otherwise was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loans Loan in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line LoansLoan. Each such Lender will immediately transfer to JPMCB, the Swing Line Lender in immediately available funds, the amount of its participation and upon receipt thereof JPMCB will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountparticipation. (d) Whenever, at any time after JPMCB the Swing Line Lender has received from any Revolving Credit Lender such Lender’s 's participating interest in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received; provided, however, provided that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB the Swing Line Lender to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Lender. (e) If the maturity date shall have occurred in respect The obligations of any tranche of each Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely Lender pursuant to the relevant Extended Revolving Credit Commitments, subsections 3.4(b) and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.3.4

Swing Line Commitment. (a) Subject to the terms and conditions hereof, JPMCB the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “"Swing Line Loans”") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; 200,000,000, provided that at no time may the sum of the aggregate outstanding principal amount of all Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments at such time. During the Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitmentsterms and conditions hereof. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans shall be bear interest based upon the ABR Loans, and shall not be entitled to be converted into Eurodollar Loansloans that bear interest at any other rate. The Borrower shall give JPMCB the Swing Line Lender irrevocable notice (which notice must be received by JPMCB the Swing Line Lender prior to 1:00 p.m.3:00 P.M., New York City time) , on the requested Borrowing Date specifying the amount of each the requested Swing Line Loan, Loan which shall be in the a minimum amount of $250,000 100,000 or a whole multiple of $50,000 in excess thereof). The proceeds of each the Swing Line Loan will be made available by JPMCB the Swing Line Lender to the Borrower at the office of the Swing Line Lender by 4:00 P.M., New York City time, on the Borrowing Date by crediting the account of the Borrower at JPMCB such office with such proceeds. The proceeds of Borrower may, at any time and from time to time, prepay the Swing Line Loans may Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 3:00 P.M., New York City time, on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be used solely for due and payable on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.2an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. (b) JPMCB The Swing Line Loans shall, at the request of the Swing Line Lender, be evidenced by and repayable with interest in accordance with a promissory note of the Borrower substantially in the form of Exhibit C to this Agreement, with appropriate insertions (the "Swing Line Note"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in Section 2.16. The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by the Swing Line Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Swing Line Note or this Agreement. The Swing Line CREDIT AGREEMENT Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Termination Date and (c) bear interest for the period from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, Section 2.16. (c) The Swing Line Lender at any time in its sole and absolute discretion may, and on the thirtieth day (or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB the Swing Line Lender to act on its behalf), ) request each Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which that shall be initially an ABR Loan) Loan in an amount equal to such Lender’s Revolving Credit 's Commitment Percentage of the amount of such the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is givengiven (the "Outstanding Swing Line Loans"). Unless any of the events described in paragraph (f) of Section 9(f) 7 shall have occurred with respect to the Borrower (in which event the procedures of clause paragraph (ce) of this subsection Section shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMCB the Administrative Agent for the account of JPMCB the Swing Line Lender at the office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ the Administrative Agent specified in Section 10.2 prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Outstanding Swing Line Loans. Effective on the day such Revolving Credit Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans, shall no longer be due under the Swing Line Note and shall be evidenced as provided in subsection 2.7(b). The Borrower authorizes the Swing Line Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Outstanding Swing Line Loans. (cd) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if the conditions set forth in Section 4.2 have not been satisfied. (e) If prior to the making of a Revolving Credit Loan pursuant to clause (bsubsection 2.20(c) of this subsection one of the events described in paragraph (f) of Section 9(f) 7 shall have occurredoccurred and be continuing with respect to the Borrower, each Lender will, on the date such Revolving Credit Loan would otherwise was to have been mademade pursuant to the notice in subsection 2.20(c), purchase an undivided participating interest in the Refunded Outstanding Swing Line Loans Loan in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the aggregate principal amount of such Refunded Swing Line LoansLoans then outstanding. Each Lender will immediately transfer to JPMCBthe Swing Line Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof JPMCB the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (df) Whenever, at any time after JPMCB has received from any Lender such Lender’s has purchased a participating interest in a Swing Line Loan, JPMCB the Swing Line Lender receives any payment on account thereof, JPMCB the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded) in like funds as received); provided, however, that in the event that such payment received by JPMCB the Swing Line Lender is required to be returned, such Lender will return to JPMCB the Swing Line Lender any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCB. (e) If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment Lender to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in subsection 3.3(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity dateit.