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 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 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 --------------------- 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 to the terms and conditions hereof, JPMCB --------------------- BankBoston, N.A. (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 Credit Termination 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 Swing Line Lender shall not be obligated to make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Loans, the Swing Line Loans and the Aggregate Revolving Credit Extensions stated amount of all Letters of Credit exceed the Revolving Credit Commitmentslesser of the Borrowing Base in effect at such time and the Commitment Amount. Amounts borrowed by the Borrower under this subsection may be repaid and, through but excluding Prior to the Revolving Credit Termination 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 to be converted into Eurodollar LoansBase Rate Loans only. 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 Advances 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 Credit Termination Date. On the Closing Date, 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 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 (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 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 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 $30,000,0005,000,000; 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 Swing Line Loans Borrower 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 from time to time prepay 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 , 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. Unless any of , the events described amount specified 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, due and payable on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded Swing Line Loans specified therein. Partial prepayments shall be 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 aggregate principal amount of its participation and upon receipt thereof JPMCB will deliver to such Lender $100,000 or a Swing Line Loan Participation Certificate dated the date whole multiple of receipt of such funds and $100,000 in such amountexcess thereof. (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 Swing Line Lender agrees, in reliance upon the terms and conditions hereofagreements of the other Lenders set forth in this Section 4.1, JPMCB agrees to make swing line loans (individually, 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 in an aggregate principal outstanding 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, reborrowedSublimit. The Swing Line Lender may make 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 notwithstanding the requested Borrowing Date specifying fact that such loan aggregated with the Aggregate Exposure of the Lender acting as Swing Line Lender may exceed the amount of each requested such Lender’s Revolving Commitment; provided, however, the Swing Line Lender shall have no obligation to issue any Swing Line Loan if there is a termination of the Revolving Commitments pursuant to Section 9; and provided further, the Swing Line Lender shall have no obligation to issue any Swing Line Loan if, after giving effect to such loan, (i) the aggregate amount of the Available Revolving Commitments would be less than zero, (ii) a default of any Lender’s obligations to fund under Section 4.5 exists or any Lender is in breach of its commitment to fund Revolving Loans hereunder, unless the Swing Line Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender, (iii) any Lender’s Revolving Extensions of Credit exceeds such Lender’s Revolving Commitment or (iv) the Borrower will use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 4.1, prepay under Section 4.5, and reborrow under this Section 4.1. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of 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 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 LoansLoan. (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”"SWING LINE LOAN"; collectively, the “Swing Line Loans”"SWING LINE LOANS") to the Borrower from time to time during the period from the Closing Date through the fifth Business Day preceding the Working Capital Revolving Credit Commitment Period Termination Date 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 may the sum of the aggregate Swing Line Loans, the Working Capital Revolving Credit Loans and the outstanding principal amount of L/C Obligations exceed the Working Capital Revolving Credit Commitments. During the Working Capital 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., 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 $250,000 100,000 or a whole multiple thereofthereof (except with respect to deemed Swing Line Loans under subsection 3.4). 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 , PROVIDED that, with respect to deemed Swing Line Loans under subsection 3.4, the Swing Line Lender will transmit the proceeds of such Swing Line Loans directly to the Issuing Bank. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, 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 by 3:00 p.m. on such date on the purposes referred to date specified therein. Partial prepayments shall be in subsection 3.2.an aggregate principal amount of $100,000 or a whole multiple thereof. (Credit Agreement) (b) JPMCB The Swing Line Loans shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit A-4, 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 6.6. 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 or any error in 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 (i) be dated the Closing Date, (ii) be stated to mature on the fifth Business Day preceding the Working Capital Revolving Credit Termination Date and (iii) 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 6.6. (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 Working Capital Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal to such Lender’s 's Working Capital 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) 11 shall have occurred with respect to the Borrower (in which event the procedures of clause paragraph (ce) of this subsection 2.4 shall apply) each Lender shall make the proceeds of its Working Capital 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 13.2 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 Working Capital Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Effective on the day such Working Capital 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 Working Capital Revolving Credit Notes issued to the Lenders in accordance with their respective Working Capital 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 Working Capital Revolving Credit Lenders are not sufficient to repay in full such Refunded Swing Line Loans. The Swing Line Lender agrees to notify the Borrower after any such application made by such (Credit Agreement) Swing Line Lender, provided that the failure to give such notice shall not affect the validity of such application. (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 8.2 have not been satisfied. (e) If prior to the making of a Working Capital Revolving Credit Loan pursuant to clause paragraph (bc) of this subsection 2.4 one of the events described in paragraph (f) of Section 9(f) 11 shall have occurredoccurred and be continuing with respect to the Borrower, each Lender will, on the date such Working Capital Revolving Credit Loan would otherwise was to have been mademade pursuant to the notice in subsection 2.4(c), purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to (i) its Working Capital 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 Working Capital Revolving Credit 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. (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); 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 JPMCBit. (eg) If Each Lender's obligation to make the maturity date Loans referred to in subsection 2.4(c) and to purchase participating interests pursuant to subsection 2.4(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 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, any Subsidiary or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided no Lender shall have occurred any obligation to make the Loans referred to in subsection 2.4(c) or to purchase participating interests pursuant to subsection 2.4(e) with respect of any tranche of Revolving Credit Commitments to Swing Line Loans made at a time when another tranche (x) the conditions in subsection 8.2 are not satisfied and (y) such Lender has notified the Swing Line Lender that it will not make such Loans or tranches of Revolving purchase such participations with (Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Agreement) respect to Swing Line Loans shall be repaid in full on made after the date of such date (and there shall be no adjustment notice due to the participations in such Swing Line Loans as a result of the occurrence failure 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 conditions to be repaid in full on such earliest maturity datesatisfied.

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 Borrowers 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 $30,000,00010,000,000; 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 Borrowers under this subsection 3.4(a) may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans (i) shall be ABR made as Alternate Base Rate Loans, and shall (ii) may not be entitled to be converted into Eurodollar LoansLoans and (iii) must be repaid in full within ten Business 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 Borrowers 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 $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of the Borrowers 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 the Borrower Borrowers in immediately available funds to be delivered by crediting wire transfer to the account of account(s) designated by the Borrower at JPMCB with such proceedsBorrowers in the applicable 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 Borrowers (which who hereby irrevocably directs JPMCB direct the Swing Line Lender to act on its their 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 willshall, 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, funds the amount of its participation participation, and upon receipt thereof JPMCB will the Swing Line Lender shall 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 will the Swing Line Lender shall 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 shall 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 obligation of each Revolving Credit Lender to purchase participating interests pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the maturity date shall have occurred Swing Line Lender, Holdings, the Borrowers or any other Credit Party or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrowers; (iv) any breach of this Agreement by Holdings, the Borrowers or any other Credit Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (f) Notwithstanding anything to the contrary herein, if at any time a Lender is a Defaulting Lender, before making any Swing Line Loans, the Swing Line Lender may condition the provision of such Swing Line Loans on its receipt of Cash Collateral pursuant to subsection 3.15 or similar security satisfactory to the Swing Line Lender (in its sole discretion) from either the Borrowers or such Defaulting Lender 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 Defaulting Lender’s risk participation in such Swing Line Loans as a result set forth below. The Borrowers and/or such Defaulting Lender hereby grant to the Administrative Agent, for the benefit of the occurrence Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Cash Collateral shall be maintained in one or more blocked deposit accounts at Bank of America, N.A. and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swing Line Lender or that the total amount of such maturity date); provided, however, that if on funds is less than the occurrence aggregate risk participation of such earliest maturity date Defaulting Lender in the relevant Swing Line Loan, the Borrowers and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (after giving effect x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any repayments of Revolving Credit Loans such right and any reallocation of Letter of Credit participations claim. If the Lender that triggers the Cash Collateral requirement under this paragraph (f) ceases to be a Defaulting Lender (as contemplated determined by the Swing Line Lender in subsection 3.3(d)good faith), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that or if the respective outstanding Swing Line Loans could Sublimit has been permanently reduced to zero, the funds held as Cash Collateral shall thereafter 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 returned to the relevant Extended Revolving Credit CommitmentsBorrowers or the Defaulting Lender, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity datewhichever provided the funds for the Cash Collateral.

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), reborrowedprovided that in the case of a Swing Line Loan that is a Eurodollar Loan, the maturity thereof shall be the last day of the Interest Period applicable thereto and (iii) 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 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 with an Interest Period of two weeks or one month, (C) Money Market Rate Loans or (D) a combination thereof, as determined by the Borrower and notified to the Administrative Agent and the applicable Swing Line Lender in accordance herewith; provided that the Borrower shall not 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 and from time to time prepay any outstanding Swing Line Loan, subject, in the case of the prepayment of Swing Line Loans that are Eurodollar Loans, to the payment of breakage costs, if any, pursuant to Section 2.17. The Borrower shall repay each such outstanding Swing Line Loan on its sole and absolute discretion may, and on maturity or as required by Section 2.5(a). Immediately following the thirtieth day (prepayment or if such day is not a Business Day, the next Business Day) after the Borrowing Date with respect to repayment of any Swing Line Loans shall, on behalf of Loan the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, to make a Revolving Credit Loan applicable Swing Line Lender shall provide the Administrative Agent (which shall be initially an ABR Loanpromptly forward a copy thereof to each other Swing Line Lender) in an amount equal to such Lender’s Revolving Credit Commitment Percentage with a written notice of the amount and the date of prepayment or repayment 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 LoansLoan. (c) If prior to the making of So long as any Lender is a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) shall have occurredDefaulting Lender, each Lender will, on the date such Loan would otherwise have been made, purchase an undivided participating interest in the Refunded no Swing Line Loans in an amount equal Lender shall be required 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 make a Swing Line Loan, JPMCB receives any payment on account thereof, JPMCB unless it is satisfied that the related exposure will distribute to such Lender its participating interest in such amount (appropriately adjusted, in be 100% covered by 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 non-Defaulting Lenders (by re-allocation among non-Defaulting Lenders (without the participation of such maturity dateDefaulting Lender therein) as provided in Section 2.21(a)(iv); provided, however, that if on ) and/or by Cash Collateral provided by such Defaulting Lender (and/or by 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 Borrower in subsection 3.3(daccordance with Section 2.22(a)), 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 amount of such Swing Line Lender’s Swing Line 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 $30,000,0001,400,000,000. If the aggregate amount of all Swing Line Commitments is at any time less than $1,400,000,000 (such shortfall, the “Swing Line Commitment Shortfall”), the Company may designate one or more of 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 give JPMCB the relevant Swing Line Lender (with a copy to the Managing Administration Agent) irrevocable notice (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). The proceeds of each the Swing Line Loan will be made available by JPMCB such Swing Line Lender to the Borrower Company at the office of such Swing Line Lender by 5:00 P.M., New York City time, on the Borrowing Date by crediting the account of the 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 such 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 at any time in its sole and absolute discretion may, and 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 thirtieth day Revolving Credit Termination Date (or if such day is not a Business Day, earlier date on which the next Business Day) after the Borrowing Date with respect Swing Line Loans become due and payable pursuant to any Section 7). The Swing Line Loans shall, on behalf at the request of any Swing Line Lender, be evidenced by and repayable with interest in accordance with a promissory note of the Borrower Company substantially in the form of Exhibit B to this Agreement, with appropriate insertions (which hereby irrevocably directs JPMCB to act on its behalfa “Swing Line Note”), request each Lender, including JPMCB, to make a Revolving Credit Loan (which shall be initially an ABR Loan) in an amount equal payable to such Lender’s Revolving Credit Commitment Percentage 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 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇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 (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 with 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 thereon 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.prescribed in

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. (ba) 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. (cb) 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. (dc) 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. (ed) 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 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 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 CREDIT AGREEMENT 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) 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 9.2 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) 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. (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 ▇▇▇▇▇▇'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 ▇▇▇▇▇▇'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 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 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; 1,000,000, provided that at no time may the sum of the aggregate then outstanding principal amount of the Swing Line Loans, Revolving Credit Loans and the Aggregate Revolving Credit Extensions of Credit L/C Obligations exceed the Revolving Credit CommitmentsCommitments then in effect. Amounts borrowed by the Borrower under this subsection 2.5 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 (i) 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 multiples 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 crediting the account of the Borrower at JPMCB such office with such proceeds. The proceeds of Swing Line Loans may be used solely for the purposes referred to in subsection 3.2Dollars. (b) JPMCB The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender 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 the Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-4, 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 made to the Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Effective Date, (i) be stated to mature on the Termination Date and (iii) provide for the payment of interest in accordance with 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 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(g). 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 ortermination 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 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. (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 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 hereofset forth in this Agreement and so long as no Default or Event of Default has occurred and is continuing (provided, JPMCB however, that Bank of America, N.A. shall have no liability to any other Lender for making a Swing Line Loan to Borrower after the occurrence or during the continuance of any Default or Event of Default unless Bank of America, N.A. has previously received notice in writing from Borrower or any other Lender of the occurrence of such Default or Event of Default), Bank of America, N.A. agrees to make swing line such loans to Borrower (individually, a “"Swing Line Loan”; " and collectively, the “"Swing Line Loans”") to the as Borrower may from time to time during the Revolving Credit Commitment Period in request pursuant to Section 2.02. Each Swing Line Loan shall be for an aggregate principal amount of at least $100,000 or any one time larger multiple of $10,000. The aggregate principal amount of Swing Line Loans outstanding under this Agreement as of any date shall 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 receivedCommitment; provided, however, that in no event shall all Outstanding Obligations of all Lenders on any given day exceed 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 combined Commitments. All Swing Line Loans shall be repaid in full on such date (Base Rate Loans and there shall be no adjustment to the participations in such all Swing Line Loans as a result together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrowers to Bank of America with respect thereto, shall be due and payable on the earlier of (i) the demand of Bank of America, N.A. and (ii) seven (7) days after the date of the occurrence extension 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 Loan. The Swing Line Loans could of Bank of America, N.A. to a Borrower shall be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence evidenced by a Swing Line Note of such maturity dateBorrower payable to the order of Bank of America, then there N.A. in a principal amount equal to the amount of the Swing Line Commitment, which Swing Line Note shall be an automatic adjustment on such date in substantially the form of Exhibit G attached hereto and incorporated herein by reference (with appropriate insertions) (as the participations in such same may from time to time be amended, modified extended, renewed or restated, the "Swing Line Note"). The Swing Line Commitment and the making of Swing Line Loans is a discretionary, uncommitted facility and same shall be deemed to have been incurred solely pursuant to Bank of America may terminate or suspend the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not Commitment at any time in its sole discretion upon notice to Borrower, which notice may be so required to be repaid in full on such earliest maturity dategiven before or after Borrower requests a Swing Line Loan.

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 Chemical Bank (in such capacity, the "SWING LINE BANK") agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) available to the Borrower Company a portion of the credit otherwise available under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans ("SWING LINE LOANS") to the Company in an aggregate principal amount at any one time outstanding not to exceed $30,000,000; provided 5,000,000 (notwithstanding that the Swing Line Loans outstanding at no time any time, when aggregated with the Swing Line Bank's other outstanding revolving extensions of credit hereunder, may exceed such Bank's Revolving Credit Commitment then in effect). During the sum Commitment Period, the Company may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall at all times be Base Rate Loans. (b) Whenever the Company desires that the Swing Line Bank make Swing Line Loans under Section 2.4(a), it shall give the Swing Line Bank irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swing Line Bank not later than 2:00 P.M., New York City time, on the proposed Borrowing Date), specifying (a) the amount to be borrowed and (b) the requested Borrowing Date. Each borrowing under the Swing Line Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Not later than 4:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swing Line Loans, the Swing Line Bank shall make available to the Administrative Agent for the account of the aggregate outstanding principal Company at the office of the Administrative Agent specified in Schedule II hereto an amount in immediately available funds equal to the amount of the Swing Line Loans and the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit Commitments. Amounts borrowed Loan to be made 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 thereofBank. The proceeds of each such Swing Line Loan will then be made available by JPMCB to the Borrower Company on such Borrowing Date by the Administrative Agent crediting the account of the Borrower at JPMCB Company on the books of such office with such proceeds. The proceeds the aggregate of the amounts made available to the Administrative Agent by the Swing Line Loans may be used solely for Bank and in like funds as received by the purposes referred to in subsection 3.2Administrative Agent. (bc) JPMCB The Swing Line Bank, 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 and, at any time at which there shall be a Swing Line Loan outstanding for more than five Business DayDays, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans Bank shall, on behalf of the Borrower Company (which hereby irrevocably directs JPMCB the Swing Line Bank to act on its behalf), upon notice given by the Swing Line Bank no later than 10:00 A.M., New York City time, on the relevant refunding date, request each LenderRevolving Credit Bank to make, including JPMCBand each Revolving Credit Bank hereby agrees to make, to make a Revolving Credit Loan (which shall be initially an ABR a Base Rate Loan) ), in an amount equal to such Lender’s Revolving Credit Bank's Revolving Credit Commitment Percentage of the aggregate amount of such the Swing Line Loans (the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date of such notice is givennotice, to refund such Swing Line Loans. 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 Each Revolving Credit Bank shall make the proceeds amount of its such Revolving Credit Loan available to JPMCB for the account of JPMCB Administrative Agent at the its office of JPMCB located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇set forth in Schedule II hereto in immediately available funds, ▇▇▇ ▇▇▇▇no later than 1:00 P.M., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ prior to 12:00 Noon (New York City time) in funds immediately available , on the Business Day next succeeding the date of such notice is givennotice. The proceeds of such Revolving Credit Loans shall be distributed by the Administrative Agent to the Swing Line Bank and immediately applied by the Swing Line Bank 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. (cd) If prior The making of any Swing Line Loan hereunder shall be subject to the making agreement of a the Swing Line Bank in its discretion to make such Swing Line Loan, and, in any event, the satisfaction of the applicable conditions precedent thereto set forth in Section 4. The Swing Line Bank shall notify the Company of its election not to make Swing Line Loans hereunder. (e) If, for any reason, Revolving Credit Loan Loans may not be (as determined by the Administrative Agent in its sole discretion), or are not, made pursuant to clause (bSection 2.4(c) of this subsection one of the events described in Section 9(f) shall have occurredto repay Swing Line Loans as required by said Section, each Lender willthen, effective on the date such Loan Revolving Credit Loans would otherwise have been made, each Revolving Credit Bank severally, unconditionally and irrevocably agrees that it shall purchase an undivided a participating interest in the Refunded such Swing Line Loans ("UNREFUNDED SWING LINE LOANS") in an amount equal to its the amount of Revolving Credit Commitment Percentage of Loans which would otherwise have been made by such Refunded Swing Line LoansBank pursuant to Section 2.4(c). Each Lender Revolving Credit Bank will immediately transfer to JPMCBthe Administrative Agent, in immediately available funds, the amount of its participation (the "SWING LINE PARTICIPATION AMOUNT"), and upon receipt thereof JPMCB will deliver the proceeds of such participation shall be distributed by the Administrative Agent to such Lender a the Swing Line Loan Participation Certificate dated the date of receipt of such funds and Bank in such amountamount as will reduce the amount of the participating interest retained by the Swing Line Bank in its Swing Line Loans to the amount of the Revolving Credit Loans which were to have been made by it pursuant to Section 2.4(c). (df) Whenever, at any time after JPMCB the Swing Line Bank has received from any Lender Revolving Credit Bank such Lender’s participating interest in a Bank's Swing Line LoanParticipation Amount, JPMCB the Swing Line Bank receives any payment on account thereofof the Swing Line Loans, JPMCB the Swing Line Bank will distribute to such Lender Bank its participating interest in such amount Swing Line Participation 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) funded and, in like funds as receivedthe case of principal and interest payments, to reflect such Bank's PRO RATA portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); providedPROVIDED, howeverHOWEVER, that in the event that such payment received by JPMCB the Swing Line Bank is required to be returned, such Lender Bank will return to JPMCB the Swing Line Bank any portion thereof previously distributed by JPMCB to it in like funds as such payment is required to be returned by JPMCBthe Swing Line Bank. (eg) If the maturity date shall have occurred in respect of any tranche of Each Revolving Credit Commitments at Bank's obligation to make the Loans referred to in Section 2.4(c) and to purchase participating interests pursuant to Section 2.4(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Bank or the Company may have against the Swing Line Bank, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a time when another tranche Default or tranches an Event of Revolving Credit Commitments is Default or are the failure to satisfy any of the other conditions specified in effect with a longer maturity dateSection 4; (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 or any Bank; or (v) any other circumstance, then on happening or event whatsoever, whether or not similar to any of the earliest occurring maturity date all then outstanding foregoing. (h) The Swing Line Loans made by the Swing Line Bank pursuant hereto shall be repaid evidenced by a promissory note of the Company, substantially in full on such date the form of Exhibit A-2 with appropriate insertions (and there shall be no adjustment the "SWING LINE NOTE"), payable to the participations order of the Swing Line Bank, representing the obligation of the Company to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans. The Swing Line Bank is authorized to record the date and amount of each Swing Line Loan made by such Bank, 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, which recordation shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded, PROVIDED, HOWEVER, that the failure of the holder of such Note to make any recordation, or any error in such recordations, shall not affect the obligations of the Company under such Note. The Swing Line Loans as a result of Note shall (a) be dated the occurrence of such maturity date); providedEffective Date, however, that if (b) be stated to mature on the occurrence of such earliest maturity Termination Date, and (c) bear interest for the period from the 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 thereof to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required Termination Date on the unpaid principal amount thereof from time to be repaid time outstanding at the applicable interest rate per annum determined as provided in full on such earliest maturity dateSection 2.13.

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 $30,000,000the Swing Line Commitment; provided that at no time may such Swing Line Loan shall be made if, after giving effect thereto, (i) the sum of the aggregate outstanding principal amount Available RC Commitment of the Swing Line Loans and Lender would be less than zero or (ii) the Aggregate Revolving Credit Outstanding RC Extensions of Credit of all of the Lenders would exceed the Revolving Credit CommitmentsBorrowing Base. Amounts borrowed by the Borrower under this subsection Section 4.1 may be repaid andand reborrowed, through up to but excluding the Revolving Credit Termination Date, 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 shall give JPMCB the Swing Line Lender irrevocable notice notice, accompanied by the calculation referred to in Section 7.2(a) (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 $250,000 100,000 or a whole multiple 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 Borrowers as directed by the Borrower at JPMCB prior to such time with such proceeds. The proceeds of Swing Line Loans may be used solely for the working capital 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 ordinary course 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 amountbusiness. (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, 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 in an by making swing line loans ("Swing Line Loans") to one or more Borrowers; 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 Revolving Loans hereunder, may exceed the Swing Line Commitment then in effect) and (ii) a Borrower shall not request, and the Aggregate Revolving Credit Extensions Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of Credit exceed such Swing Line Loan, the Availability would be less than zero. 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 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 Prime-Based 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 A Borrower shall request Swing Line Loans shall, on behalf and not Revolving Loans to the extent 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 Swing Line Availability. The Borrowers shall be initially an ABR Loan) in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of such repay all outstanding 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 LoansCommitment Termination Date. (c) If prior Each Borrower's obligation to repay 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 made to its Revolving Credit Commitment Percentage of such Refunded it by the Swing Line Loans. Each Lender will immediately transfer to JPMCBpursuant hereto shall be evidenced by, in immediately available fundsaddition to this Agreement, such Borrower's promissory note payable to the order of the Swing Line Lender, in the form attached as Exhibit D-4 hereto (as amended, modified, replaced or re-issued from time to time, collectively, 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 Note"). 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 Lender shall be repaid assign all or a part of its rights and obligations under, and in full on such date (accordance with the terms of this Agreement, the Borrowers shall execute and there shall be no adjustment to the participations in such deliver one or more replacement Swing Line Loans as a result of the occurrence of Loan Notes to carry out 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 dateassignment.

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 $30,000,000; 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., 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 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 3.2. (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) 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 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) 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 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 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 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”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless any of the 37 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; 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 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 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. (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 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 proceeds thereof, exceed the Revolving Credit aggregate Available Commitments. Amounts borrowed by the Borrower under this subsection Section 2.7 may be repaid and, through but excluding the Revolving Credit Termination Date, 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 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 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 3.16. (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 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) 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 prior to the making of a Revolving Credit Loan pursuant to clause (bSection 2.7(b) of this subsection 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, 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 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 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.

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 Total 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 and each Additional Revolving Lender, including JPMCBthe Swing Line Lender, to make a Revolving Credit Loan (which shall be initially or an ABR Additional Revolving Loan) , as applicable, in an amount equal to such Revolving Lender’s Total Revolving Credit Commitment Percentage or such Additional Revolving Lender’s Total Additional Revolving Commitment Percentage, as applicable, 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 and each Additional Revolving Lender shall make the proceeds of its Revolving Credit Loan or Additional Revolving Loan, as applicable, 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 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 and Additional Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If prior to the making of a Revolving Credit Loan or Additional Revolving Loan, as applicable, 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 Total Revolving Credit Commitment Percentage or Total Additional Revolving Commitment Percentage, as applicable, 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 Lender and each Additional 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 (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 (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 $30,000,00015,000,000; 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 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 3.2Section 4.2. (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 agrees the Swing Line Lender agrees, so long as the Administra- tive Agent has not received notice that an Event of Default has occurred and is continuing, to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower at any time and from time to time during the Revolving Credit Commitment Period in an aggregate ag- gregate 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 aggre- gate 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 ex- cluding 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 Swing Line Lender shall, before 5:00 p.m. (New York City time) on such requested Borrowing Date, make available to Borrower in same day funds, the proceeds of each such Swing Line Loan will be made available Loans by JPMCB to the Borrower by crediting cred- iting 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 If not repaid by Borrower prior to such time, including without limitation, from the proceeds of a Revolving Credit Loan, the Swing Line Lender at any time in its sole and absolute discretion may, and on the 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 ) re- quest 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 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 noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice no- t▇▇▇ is given. The proceeds of such Revolving Credit Loans shall be immediately imme- diately applied to repay the Refunded Swing Line Loans. (c) If If, prior to the making of a Revolving Credit Loan pursuant pursu- ant 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 Re- volving 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 re- ceived from any Revolving Credit Lender such Lender’s 's participating interest inter- est in a Refunded Swing Line Loan, JPMCB the Swing Line Lender receives any payment pay- ment 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 that, however, that in the event that such payment received re- ceived 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 dis- tributed 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”) 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), reborrowedprovided that in the case of a Swing Line Loan that is a Eurodollar Loan, the maturity thereof shall be the last day of the Interest Period applicable thereto and (iii) 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 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 with an Interest Period of two weeks or one month, (C) Money Market Rate Loans or (D) a combination thereof, as determined by the Borrower and notified to the Administrative Agent and the applicable Swing Line Lender in accordance herewith; provided that the Borrower shall not be entitled have the right to be converted convert Swing Line Loans of one Type into Swing Line Loans of any other Type (it being understood that the foregoing shall not prevent the Borrower from repaying any Swing Line Loan from proceeds of Revolving Credit Loans of any Type). (a) The Borrower may at any time and from time to time prepay any outstanding Swing Line Loan, subject, in the case of the prepayment of Swing Line Loans that are Eurodollar Loans, to the payment of breakage costs, if any, pursuant to Section 2.17. The Borrower shall give JPMCB irrevocable notice repay each such outstanding Swing Line 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 provide the Administrative Agent (which shall promptly forward a copy thereof to each other Swing Line Lender) with a written notice must be received by JPMCB prior to 1:00 p.m., New York City time) on the requested Borrowing Date specifying of the amount and the date of each requested prepayment or repayment of such 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 So long as any time in its sole and absolute discretion mayLender is a Defaulting Lender, 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 no Swing Line Loans shall, on behalf of the Borrower (which hereby irrevocably directs JPMCB to act on its behalf), request each Lender, including JPMCB, Lender shall be required 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 unless it is satisfied that the related exposure will distribute to such Lender its participating interest in such amount (appropriately adjusted, in be 100% covered by 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 non-Defaulting Lenders (by re-allocation among non-Defaulting Lenders (without the participation of such maturity dateDefaulting Lender therein) as provided in Section 2.21(a)(iv); provided, however, that if on ) and/or by Cash Collateral provided by such Defaulting Lender (and/or by 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 Borrower in subsection 3.3(daccordance with Section 2.22(a)), 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 Borrowers 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 Borrowers 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 Borrowers by crediting the account of the Borrower Borrowers 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”") ------------------------- 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, 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 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 CREDIT AGREEMENT 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) 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, CREDIT AGREEMENT 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) 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. (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 Borrowers 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 $30,000,00010,000,000; 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 Commitments Table of Credit exceed the Revolving Credit CommitmentsContents at such time. Amounts borrowed by the Borrower Borrowers under this subsection 3.4(a) may be repaid at any time, subject to the limitation stated herein, without prior notice and, through but excluding the Revolving Credit Termination Date, reborrowed. The All Swing Line Loans (i) shall be ABR made as Alternate Base Rate Loans, and shall (ii) may not be entitled to be converted into Eurodollar LoansLoans and (iii) must be repaid in full within ten Business 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 Borrowers 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 $50,000 in excess thereof. The Swing Line Lender shall, before 6:00 p.m. on such requested Borrowing Date, make available to the Administrative Agent for the account of the Borrowers 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 the Borrower Borrowers in immediately available funds to be delivered by crediting wire transfer to the account of account(s) designated by the Borrower at JPMCB with such proceedsBorrowers in the applicable 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 Borrowers (which who hereby irrevocably directs JPMCB direct the Swing Line Lender to act on its their 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 willshall, 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, funds the amount of its participation participation, and upon receipt thereof JPMCB will the Swing Line Lender shall 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 will the Swing Line Lender shall 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 shall 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 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 agrees to make swing line loans (individually, a “the Swing Line Loan”; collectivelyLender agrees that, the “Swing Line Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period Period, it will make available to the Borrower in an the form of swing line loans ("Swing Line Loans") a portion of the credit otherwise available to the Borrower under the Revolving Credit 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 Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender's Revolving Credit Commitment then in effect) and (ii) the Borrower shall not request, and the Aggregate 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 Extensions of Credit exceed Commitments would be less than zero. During the Revolving Credit Commitments. Amounts borrowed by 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 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 on the thirtieth day (or if such day is not a Business Dayearlier of the Revolving Credit Termination Date and, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans shallLoan, the date that is the seventh Business Day after the date 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 (Loan is made, provided that, if the “Refunded Borrower fails to repay a Swing Line Loans”) outstanding Loan on such date, 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 Borrower shall be immediately applied deemed to repay the Refunded Swing Line Loans. (c) If prior to the making of have requested a Revolving Credit Loan pursuant to clause (b) of this subsection one of Section 2.4(b), in the events described amount due with respect to such Swing Line Loan without regard to the minimum and multiples specified in Section 9(f) shall have occurred2.2 for the principal amount of Base Rate Loans, each Lender will, on but subject to 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 Available Revolving Credit Commitment Percentage and conditions set forth in Section 5.2 (other than the delivery 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 amountBorrowing Notice). (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; 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 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 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 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 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 the sum amount of the Swing Line Commitment, provided, that in no 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 proceeds thereof, exceed the aggregate Available Revolving Credit Commitments. Amounts borrowed by the Borrower under this subsection Section may be repaid and, through but excluding the Revolving Credit Termination Date, 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 shall give JPMCB the Swing Line Lender an irrevocable notice Borrowing 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 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 4.24. (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 last Business Day, the next Business Day) after the Borrowing Date with respect to any Swing Line Loans 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 clause (f) of Section 9(f) 8 shall have occurred (in which event the procedures of clause (c) of this subsection Section 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 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 (b) of this subsection Section one of the events described in clause (f) of Section 9(f) 8 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 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, 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 Revolving Credit 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 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 JPMCBthe Swing Line Lender. (e) 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 Lender's obligation to make Revolving Credit Commitments is Loans to repay Refunded Swing Line Loans pursuant to Section 2.7(b) and/or to purchase participating interests pursuant to Section shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or are 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 effect 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 any of the foregoing. (f) The priority of the Liens created by the Security Documents with a longer maturity daterespect to the Revolving Credit Loans, then on the earliest occurring maturity date all then outstanding Term Loans, the L/C Obligations and the 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 dateparri passu.

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 received40.0 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 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. (ai) Subject to the terms and conditions hereof, JPMCB each Swing Line Lender agrees 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 Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans in an Dollars Euro, Sterling or any Alternate Swing Line Foreign Currency ("Swing Line Loans") to the Borrower; provided that (A) the 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 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 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 (individuallyeach, 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 Loan 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 Aggregate Commitment at any time. (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 Pro Rata Share times the amount outstanding principal balance of such Swing Line Loans Loan (the “Refunded Swing Line LoansLoan”) 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 of a Revolving Credit Loan pursuant to clause (b) of this subsection one of the events described in Section 9(f) Commitments 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 expired or be terminated while any Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. is outstanding, each Relevant Lender (d) Wheneveras defined below), 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 sole option 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.Line

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.