Common use of Swing Line Commitments Clause in Contracts

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time during the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to The Swing Line Bank shall, on the terms and subject to the conditions hereof, the Swing Line Lender may, in its sole discretionhereinafter set forth (including Section 4.3), make swing line loans one or more advances (individually, each such advance being a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the any Floor Plan Borrower from time to time on any Business Day during the Initial Revolving Commitment Period period from the Closing Date to the Maturity Date in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided that at no any time may the sum of the then outstanding (not including Swing Line Overdraft Loans, Revolving Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the aggregate amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender Commitment as such amount may change from time to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollarstime. (b) The Swing Line Lender, Bank may on the terms and subject to the conditions hereinafter set forth (including Section 4.3) make one or more Swing Line Loans to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time in its sole and absolute discretion, may, and, at any time as there shall be a (not including Swing Line Loan outstanding for more than seven Business Days, Overdraft Loans) the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the aggregate amount of the Mandatory Revolving Floor Plan Loan Borrowing may not comply with Commitments of all the minimum amount for Revolving Loans otherwise required hereunderLenders; provided, (ii) whether any conditions specified in Section 5 are then satisfiedhowever, (iii) whether a Default or an Event that after giving effect to all Borrowings of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined Floor Plan Loans and all Floor Plan Loans requested on any date, the date of, and immediately prior to, expiration or termination of the Revolving Commitments sum of the aggregate principal amount of such all outstanding Floor Plan Loans and Swing Line Loans (but excluding Swing Line Overdraft Loans; provided that) shall not exceed the aggregate amount of the then applicable aggregate Floor Plan Loan Commitments. (c) Unless otherwise refinanced pursuant to Section 4.5, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above all Swing Line Loans (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Overdraft Loans) shall be evidenced by the Swing Line Loans as shall Note, under which advances, repayments and readvances may be necessary made, subject to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) the terms and conditions of this Agreement and all interest payable on the other Swing Line Loans shall be for the account of the due and payable on each Floor Plan Adjustment Date. Each Swing Line Lender until the date as of which the respective participation Loan that is required to be purchased and, to the extent attributable to the purchased participation, a Eurodollar Loan shall be payable to the participant from mature and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount thereof shall be due and payable by the applicable Floor Plan Borrower, as the case may be, on the last day of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise Interest Period applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitmentsthereto. In the no event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender whatsoever shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a any outstanding Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Wheneverbe deemed to reduce, at modify or affect any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Floor Plan Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 based upon its Pro Rata Share of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Floor Plan Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingCommitments.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the Revolving Credit Termination Date each Swing Line Lender may, severally (but not jointly) agrees to make Swing Line Loans in its sole discretion, make swing line loans Dollars or euros (except with respect to Swing Line Loans under the Facility A-2 Commitments which shall be in Dollars only) to the Borrower or any Regular Subsidiary Borrower in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding (each of the foregoing individually, a “Swing Line Loan”; collectively, collectively the “Swing Line Loans”) ), which Swing Line Loans may be borrowed under any of the Facility A-1 Commitments, Facility A-2 Commitments, the Facility B Commitments, the Facility C Commitments or the Facility D Commitments; provided that, after giving effect to the Borrower from time to time during making of such Swing Line Loans, the Initial Revolving Commitment Period in an aggregate principal amount of Swing Line Loans (including any Sterling Swing Line Loans, Australian Dollar Swing Line Loans and Canadian Dollar Swing Line Loans) made under any Revolving Facility (including the Sterling Facility, Australian Facility and Canadian Facility) at any one time outstanding shall not to exceed $25.0 million; provided that at no time may 100,000,000 or the sum Non-Dollar Currency Equivalent thereof and the Aggregate Facility A-1 Revolving Extensions of the then outstanding Swing Line Loans, Revolving Loans and L/C Obligations Credit shall not exceed the Facility A-1 Commitments, the Aggregate Facility A-2 Revolving Extensions of Credit shall not exceed the Facility A-2 Commitments, the Aggregate Facility B Revolving Extensions of Credit shall not exceed the Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit shall not exceed the Facility C Commitments, the Aggregate Facility D Revolving Extensions of Credit shall not exceed the Facility D Commitments, the Aggregate Australian Revolving Extensions of Credit shall not exceed the Australian Commitments, the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments then in effect. Amounts borrowed by and the Borrower under this subsection 2.8 may be repaid and, through but excluding Aggregate Sterling Revolving Extensions of Credit shall not exceed the Initial Revolving Maturity Date, reborrowedSterling Commitments. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans on terms agreed upon by the relevant Swing Line Lender and shall not be entitled to be converted into Eurocurrency Loansthe Borrower or applicable Regular Subsidiary Borrower. The Borrower or applicable Regular Subsidiary Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice may be made by telephone and confirmed in writing promptly thereafter) and must be received by the Swing Line Lender and Administrative Agent at or prior to 2:00 P.M. 1:00 P.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion)time, on the requested Borrowing Date Date), specifying (1) the identity of the Borrower and (2) the amount of the each requested Swing Line Loan, which shall be in greater than or equal to a minimum amount of $100,000 to be agreed upon by the Borrower or whole multiples of $50,000 in excess thereof. The proceeds of applicable Regular Subsidiary Borrower and the relevant Swing Line Loan will Lender, and the Revolving Facility under which it is to be made available by borrowed. In giving irrevocable notice, the Borrower or the applicable Regular Subsidiary Borrower shall designate, at its option, one or two Swing Line Lenders to make one or more Swing Line Loans in the relevant currency. Upon such notice, the Administrative Agent shall promptly notify each applicable Swing Line Lender thereof. Each Swing Line Lender which has been designated by the Borrower or the applicable Regular Subsidiary Borrower in its irrevocable notice shall make the amount of its ratable share of each borrowing in the currency requested available to the Borrower identified or applicable Regular Subsidiary Borrower in such notice at an office of the Swing Line Lender manner directed by crediting the account of such Borrower at such office with such proceeds in DollarsAdministrative Agent on the requested Borrowing Date. (b) The Swing Line Lender, Lenders or any of them at any time and in their or its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower or applicable Regular Subsidiary Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender Lenders to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving LenderCredit Lender under the applicable Revolving Facility, including the each Swing Line Lender, with respect to all other Swing Line Loans, to make a Revolving Credit Loan as an ABR Loan under such Revolving Facility, in the currency of the Swing Line Loan(s) made by such Swing Line Lender(s) in an amount equal to such Lender’s Revolving Commitment Percentage under such Revolving Facility of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 . Unless any of the Borrower to prepay Swing Line Loans events described in accordance with the provisions paragraph (f) of subsection 3.4(d). Unless the Revolving Commitments Section 8 shall have expired or terminated occurred (in which event the procedures of paragraph (dc) of this subsection 2.8 2.3 shall apply), each Revolving Credit Lender hereby agrees to shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender Lenders, at the office of the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. 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 Commitments Credit Loan pursuant to paragraph (b) of this subsection 2.3, one of the events described in paragraph (f) of Section 8 shall expire or terminate at any time while Swing Line Loans are outstandinghave occurred, each Revolving Credit Lender shallunder the applicable Revolving Facility hereby agrees to and will, at on the option of the Swing Line Lenderdate such Revolving Credit Loan was to have been made, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such each Refunded Swing Line Loans, in either case Loan in an amount equal to its Revolving Percentage under such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount Facility of such Refunded Swing Line Loans; provided that, in the event that any Mandatory Loan. Such Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Credit Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available transfer to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line LenderLenders, in immediately available fundsfunds denominated in Dollars, the Dollar Equivalent (if applicable) of the amount of its participation and participations and, upon its receipt thereof the of its ratable share thereof, each 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. On such date, any Swing Line Loans not denominated in Dollars shall, without any further action or notice being required, be converted to and become denominated in Dollars in an amount equal to the Dollar Equivalent of the amount thereof on such date. (d) Whenever, at any time after the any Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Refunded Swing Line Loan, the Loan and such Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute to such payment on Revolving Credit Lender through the next succeeding Business Day Administrative Agent its participating interest in such Dollar Equivalent 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 funds denominated in Dollars; provided, however, that in the event that such payment received by the such Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the such Swing Line Lender through the Administrative Agent any portion thereof previously distributed by the such Swing Line Lender to it. (e) Each Revolving Lender’s obligation it in like funds as such payment is required to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) shall be absolute and unconditional and shall not be affected returned by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the any U.S. Borrower from time to time during the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million75,000,000; provided that at no time may the sum of the then outstanding Swing Line LoansLender shall not make any Swing Line Loans if, Revolving Loans and L/C Obligations after doing so, the Aggregate Tranche A U.S. Facility Lender Exposure would exceed the Revolving Commitments then Aggregate Tranche A U.S. Facility Commitment or the Aggregate Tranche A U.S. Borrower Credit Extensions would exceed the applicable limitation set forth in effectsubsection 2.1(a)(i)(B). Amounts borrowed by the any U.S. Borrower under this subsection 2.8 2.4 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the any U.S. Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower Representative (on behalf of any U.S. Borrower) shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. 3:00 P.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the U.S. Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 100,000.00 or whole multiples of $50,000 50,000.00 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the U.S. Borrower identified in such notice at an office of the Swing Line Lender by crediting wire transfer to the account of such U.S. Borrower at specified in such office with such proceeds in Dollarsnotice. (b) Each of the U.S. Borrowers agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit I-2, 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 Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity 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, at any time as there shall be a Swing Line Loan outstanding for more than seven five Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f9(f)) each Revolving Tranche A U.S. Facility Lender, including the Swing Line Lender, to make a Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Tranche A U.S. Facility Lender’s Revolving Tranche A U.S. Facility Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this subsection 2.4(c) shall not affect the obligations of the any U.S. Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d4.4(b). Unless the Revolving Tranche A U.S. Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 2.4 shall apply), each Revolving Tranche A U.S. Facility Lender hereby agrees to make the proceeds of its Tranche A U.S. Facility Revolving Credit Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Tranche A U.S. Facility Commitment of such, or any other, Tranche A U.S. Facility Lender at such time. The proceeds of such Tranche A U.S. Facility Revolving Credit Loans (including, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the Revolving Tranche A U.S. Facility Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Tranche A U.S. Facility Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Tranche A U.S. Facility Commitments, make a Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan (which Tranche A U.S. Facility Revolving Credit Loan shall be deemed a “Tranche A U.S. Facility Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Tranche A U.S. Facility Lender’s Revolving Tranche A U.S. Facility Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Tranche A U.S. Facility Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the any Borrower), then each Revolving Tranche A U.S. Facility Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the such Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Tranche A U.S. Facility Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Tranche A U.S. Facility Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Tranche A U.S. Facility Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Tranche A U.S. Facility Revolving Credit Loans made as ABR Loans. In the event that the Tranche A U.S. Facility Commitments shall expire or terminate in part (and not in full) at any time while Swing Line Loans are outstanding, the applicable Borrower shall repay Swing Line Loans in the amount by which the outstanding Swing Line Loans exceed the continuing Tranche A U.S. Facility Commitments; and in the event that such Borrower fails to do so, the obligations of each Tranche A U.S. Facility Lender pursuant to the prior sentence shall apply with respect to such Lender’s Tranche A U.S. Facility Commitment Percentage (calculated immediately prior to such expiration or termination) of the amount by which the outstanding Swing Line Loans in excess of the continuing Tranche A U.S. Facility Commitments not so repaid. Each Revolving Tranche A U.S. Facility Lender will make the proceeds of any Tranche A U.S. Facility 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 Office 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 Tranche A U.S. Facility Commitments expire or terminate and in Dollarsthe currency in which such Swing Line Loans were made. The proceeds of such Tranche A U.S. Facility Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Tranche A U.S. Facility Commitments. In the event that the Revolving Tranche A U.S. Facility Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (cd), each Revolving Tranche A U.S. Facility Lender shall immediately transfer to the Swing Line Lender, in immediately available fundsfunds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Tranche A U.S. Facility 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 the Swing Line Lender has received from any Revolving Tranche A U.S. Facility Lender such Revolving Tranche A U.S. Facility Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the any Borrower in respect of such Swing Line Loan or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Tranche A U.S. Facility Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Tranche A U.S. Facility Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (ef) Each Revolving Tranche A U.S. Facility Lender’s obligation to make the Tranche A U.S. Facility Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c2.4(c) and 2.8(d2.4(d) 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 Revolving Tranche A U.S. Facility Lender or any of the Borrower Borrowers may have against the Swing Line Lender, any of the Borrower Borrowers 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 condition (financial or otherwise) of any of the BorrowerBorrowers; (iv) any breach of this Agreement or any other Loan Document by any of the BorrowerBorrowers, any other Loan Party or any other Tranche A U.S. Facility Lender; (v) any inability of any of the Borrower Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Tranche A U.S. Facility Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the each Swing Line Lender mayagrees that, during the Revolving Credit Commitment Period, it will make available to the Borrowers in its sole discretion, make the form of swing line loans denominated in Dollars or Canadian Dollars (individually, a “Swing Line Loan”; collectively, with respect to the Canadian Borrower) or Dollars (with respect to the US Borrower) (“Swing Line Loans”) a portion of the credit otherwise available to the Borrower from time to time during Borrowers under the Initial Revolving Commitment Period in an Credit Commitments; provided, that (i) the Dollar Equivalent of the aggregate principal amount of Swing Line Loans outstanding at any one time outstanding shall not to exceed $25.0 million; provided that at no time may the sum of the then outstanding Swing Line LoansCommitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lenders’ other outstanding Revolving Credit Loans and L/C Obligations hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Commitments Credit Commitment then in effect. Amounts borrowed by ) and (ii) the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and Borrowers shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give the request, and no Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the shall make, any Swing Line Lender and Administrative Agent prior Loan if, after giving effect to 2:00 P.M. New York City time (or the making of such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which the aggregate amount of the Available Revolving Credit Commitments with respect to the Borrower requesting such Swing Line Loan would be less than zero. During the Revolving Credit Commitment Period, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans denominated in Dollars shall be Base Rate Loans only, and Swing Line Loans denominated in Canadian Dollars shall be Canadian Prime Rate Loans only. Notwithstanding the foregoing, if a minimum Swing Line Lender has not consented to a Revolving Credit Lender becoming a party hereto by Lender Addendum on the Closing Date, such Swing Line Lender shall not be required to make a Swing Line Loan hereunder unless such Swing Line Lender has entered into arrangements satisfactory to it and the applicable Borrower with respect to such Revolving Credit Lender’s participation in such Swing Line Loan, including by cash collateralizing an amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds equal to such Revolving Credit Lender’s share of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in DollarsLoans outstanding. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there Borrowers shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of repay all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountCredit Termination Date. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to any of the Borrower Borrowers from time to time during the Initial Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; 25,000,000 (provided that the Dollar Equivalent of the aggregate principal amount at any one time outstanding of Foreign Currency Swing Line Loans shall not exceed $5,000,000), provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans (including, without limitation, in the case of Revolving Credit Loans and Swing Line Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof) and L/C Obligations exceed the Revolving Credit Commitments then in effect, provided, further, that the Swing Line Lender shall not make any Swing Line Foreign Currency Loan if, after giving effect to the making thereof, (x) the sum of the then outstanding Revolving Credit Loans in Designated Foreign Currencies, the then outstanding Swing Line Foreign Currency Loans and the then outstanding L/C Obligations in respect of Foreign Backstop Letters of Credit would exceed $75,000,000 and (y) the aggregate principal amount of Revolving Credit Loans and Swing Line Loans made to Foreign Subsidiary Borrowers shall at no time exceed $25,000,000 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency, the then outstanding Swing Line Foreign Currency Loans and, to the extent applicable, the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit on the date the notice of borrowing of Swing Line Loans is given for purposes of determining compliance with this subsection). Amounts borrowed by the any Borrower under this subsection 2.8 2.4 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the any Borrower shall be made in either (x) Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans or Swing Line Foreign Currency Loans or (y) any Designated Foreign Currency selected by the relevant Borrower, and shall be Swing Line Foreign Currency Loans and shall not be entitled to be converted into Eurocurrency Loans or ABR Loans. The Parent Borrower (on behalf of itself or any other Borrower as the case may be) shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. (x) 12:00 Noon, New York City time (or such later time as may be agreed by time, in the case of any Swing Line Lender Loan made in its reasonable discretion)Dollars, and (y) 11:00 A.M., London time, in the case of any Swing Line Foreign Currency Loans) on the requested Borrowing Date specifying (1) the identity of the Borrower Borrower, (2) the currency of such Swing Line Loan (either Dollars or the Designated Foreign Currency) and, in the case of Foreign Currency Swing Line Loans, the Interest Period to be applicable thereto which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”, and (23) the amount of the requested Swing Line Loan, which shall be in a minimum amount of (or, in the case of Swing Line Foreign Currency Loans, the Dollar Equivalent of the principal amount thereof shall be in an amount equal to) $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in DollarsDollars or in the Designated Foreign Currency specified in such notice. (b) Each of the Parent Borrower and any Foreign Subsidiary Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, 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 such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) 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, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the such Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f9(f)) each Revolving Credit Lender, including the Swing Line Lender, Lender (i) to make a Revolving Credit Loan as an ABR Loan in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars and (ii) with respect to all of the Swing Line Loans in any Designated Foreign Currency, to make a Eurocurrency Loan in such Designated Foreign Currency and having an Interest Period of one month (each, a “Mandatory Revolving Credit Loan Borrowing”) in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 any Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d4.4(d). Unless the Revolving Credit Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 2.4 shall apply), each Revolving Credit Lender hereby agrees to make the proceeds of its Revolving Credit Loan (including, without limitation, any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Credit Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Credit Loan Borrowing and (v) the amount of the Revolving Credit Commitment of such, or any other, Revolving Credit Lender at such time. The proceeds of such Revolving Credit Loans (including without limitation, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the 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 as an ABR Loan or, in the case of Swing Line Foreign Currency Loans, as a Eurocurrency Loan having an Interest Period of one month (which Revolving Credit Loan shall be deemed a “Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments of the aggregate principal amount of such Swing Line Loans; provided thatprovided, that in the event that any Mandatory Revolving Credit Loan Borrowing cannot for any reason be made on the date otherwise required above (including including, without limitation, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the any Borrower), then each Revolving Credit Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Credit Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the such Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Credit Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Credit Commitment Percentages; , provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Credit Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Credit Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR 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 Office 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 and in Dollarsthe currency in which such Swing Line Loans were made. 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 (cd), each Revolving Credit Lender shall immediately transfer to the Swing Line Lender, in immediately available fundsfunds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof 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 the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Parent Borrower or any other Borrower in respect of such Swing Line Loan or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time (or, in the case of Swing Line Foreign Currency Loans, London time), on a Business Day, distribute to such Revolving Credit Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (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); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (ef) Each Revolving Credit Lender’s obligation to make the Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c2.4(c) and 2.8(d2.4(d) 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 that such Revolving Credit Lender or any of the Borrower Borrowers may have against the Swing Line Lender, any of the Borrower Borrowers 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 condition (financial or otherwise) of any of the BorrowerBorrowers; (iv) any breach of this Agreement or any other Loan Document by any of the BorrowerBorrowers, any other Loan Party or any other Revolving Credit Lender; (v) any inability of any of the Borrower Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to The Swing Line Bank shall, on the terms and subject to the conditions hereof, the Swing Line Lender may, in its sole discretionhereinafter set forth (including Section 4.3), make swing line loans one or more advances (individually, each such advance being a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the any Floor Plan Borrower from time to time on any Business Day during the Initial Revolving Commitment Period period from the Closing Date to the Maturity Date in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided that at no any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Commitment as such amount may change from time to time. After giving effect to all Borrowings of Swing Line Loans and Floor Plan Loans requested on any date, the sum of the then aggregate principal amount of all outstanding Swing Line Loans, Revolving Floor Plan Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and (but excluding Swing Line Overdraft Loans) shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give exceed the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Total Floor Plan Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in DollarsCommitment. (b) The All Swing Line Lender, at any time in its sole Loans and absolute discretion, may, and, at any time as there all Swing Line Overdraft Loans shall be evidenced by the Swing Line Note, under which advances, repayments and readvances may be made, subject to the terms and conditions of this Agreement. In no event whatsoever shall any outstanding Swing Line Loan be deemed to reduce, modify or affect any Lender’s obligation to make Floor Plan Loans based upon its Pro Rata Share of Floor Plan Loan Commitments. (c) Immediately upon the making of a Swing Line Loan outstanding for more than seven Business Daysby the Swing Line Bank, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request Bank shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) sold and transferred to each Revolving Lender, including Lender and each Lender shall be deemed to have purchased and received from the Swing Line LenderBank, to make a Revolving Loan as without any further action by any party, an ABR undivided participating interest in each Swing Line Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded)Pro Rata Share; provided, however, that (a) no Lender shall be required to fund its participation in the event that such payment received by the any Swing Line Loan except as set forth in Section 4.5, and (b) no Lender is required shall be entitled to be returnedshare in any payments of principal or interest in respect of its participation except, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) any participation funded by such ▇▇▇▇▇▇, as set forth herein. Such participation shall be absolute subject to the terms and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach conditions of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.Agreement

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the any U.S. Borrower from time to time during the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 100.0 million; provided that at no time may the sum of the then outstanding Swing Line LoansLender shall not make any Swing Line Loans if, Revolving Loans and L/C Obligations after doing so, the Aggregate U.S. Facility Lender Exposure or Aggregate U.S. Borrower Extensions would exceed the Revolving Commitments then applicable limitations set forth in effectsubsection 2.1. Amounts borrowed by the any U.S. Borrower under this subsection 2.8 2.4 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the any U.S. Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The U.S. Borrower Representative (on behalf of any U.S. Borrower) shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. 3:00 P.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the U.S. Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 100,000.00 or whole multiples of $50,000 50,000.00 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the U.S. Borrower identified in such notice at an office of the Swing Line Lender by crediting wire transfer to the account of such U.S. Borrower at specified in such office with such proceeds in Dollarsnotice. (b) Each of the U.S. Borrowers agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit I-2, 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 Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity 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, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f9(f)) each Revolving U.S. Facility Lender, including the Swing Line Lender, to make a U.S. Facility Revolving Credit Loan as an ABR Loan in an amount equal to such U.S. Facility Lender’s Revolving U.S. Facility Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving U.S. Facility Lender’s Revolving U.S. Facility Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 any U.S. Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d4.4(b). Unless the Revolving U.S. Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 2.4 shall apply), each Revolving U.S. Facility Lender hereby agrees to make the proceeds of its U.S. Facility Revolving Credit Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving U.S. Facility Commitment of such, or any other, U.S. Facility Lender at such time. The proceeds of such U.S. Facility Revolving Credit Loans (including, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the Revolving U.S. Facility Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving U.S. Facility Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving U.S. Facility Commitments, make a U.S. Facility Revolving Credit Loan as an ABR Loan (which U.S. Facility Revolving Credit Loan shall be deemed a “U.S. Facility Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving U.S. Facility Lender’s Revolving U.S. Facility Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving U.S. Facility Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the any Borrower), then each Revolving U.S. Facility Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the such Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving U.S. Facility Lenders to share in such Swing Line Loans ratably based upon their respective Revolving U.S. Facility Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving U.S. Facility Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to U.S. Facility Revolving Credit Loans made as ABR Loans. Each Revolving U.S. Facility Lender will make the proceeds of any U.S. Facility 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 Office 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 U.S. Facility Commitments expire or terminate and in Dollarsthe currency in which such Swing Line Loans were made. The proceeds of such U.S. Facility Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving U.S. Facility Commitments. In the event that the Revolving U.S. Facility Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (cd), each Revolving U.S. Facility Lender shall immediately transfer to the Swing Line Lender, in immediately available fundsfunds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving U.S. Facility 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 the Swing Line Lender has received from any Revolving U.S. Facility Lender such Revolving U.S. Facility Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the any Borrower in respect of such Swing Line Loan or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving U.S. Facility Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving U.S. Facility Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (ef) Each Revolving U.S. Facility Lender’s obligation to make the U.S. Facility Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c2.4(c) and 2.8(d2.4(d) 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 Revolving U.S. Facility Lender or any of the Borrower Borrowers may have against the Swing Line Lender, any of the Borrower Borrowers 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 condition (financial or otherwise) of any of the BorrowerBorrowers; (iv) any breach of this Agreement or any other Loan Document by any of the BorrowerBorrowers, any other Loan Party or any other U.S. Facility Lender; (v) any inability of any of the Borrower Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such U.S. Facility Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to each of the Borrower Borrowers from time to time during the Initial Revolving Credit Commitment Period in an aggregate principal amount as to all of the Borrowers at any one time outstanding not to exceed $25.0 million; 10,000,000, provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans (including, without limitation, in the case of Revolving Credit Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof) and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by any of the Borrower Borrowers under this subsection 2.8 2.5 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Parent Borrower (on behalf of itself or such other Borrower, as the case may be) shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. 12:00 Noon, New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1i) the identity of the Borrower and (2ii) the amount of the requested Swing Line Loan, Loan which shall be in a minimum amount of $100,000 500,000 or whole multiples of $50,000 100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an the office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each of the Borrowers agrees that, upon the request to the Administrative Agent by the Swing Line Lender, in order to evidence the Swing Line Loans such 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 such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (a) be dated the Effective Date, (b) be stated to mature on the Termination Date and (c) 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, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which such Swing Line Loan shall have been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan as an ABR Loan in an amount equal to such Revolving Credit Lender’s 's Revolving Credit Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 any of the Borrower Borrowers to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d4.4(e). Unless the Revolving Credit Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 2.5 shall apply), each Revolving Credit Lender hereby agrees to will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the 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, Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Credit Lender’s 's Revolving Credit Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR 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 Office 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 and in Dollarsterminate. 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 (cd), each Revolving Credit Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof 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 the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s 's participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute to such payment on the next succeeding Business Day 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); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, JPMorgan Chase Bank, N.A. (in such capacity, the “Swing Line Lender may, in its sole discretion, Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to the Borrower from time to time on any Business Day during the Initial Revolving period from the Availability Date to the Commitment Period Termination Date of the Swing Line Lender in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; the Swing Line Commitment, provided that at no time may the sum aggregate principal amount of the then outstanding Total Extensions of Credit exceed the aggregate amount of the Commitments. During the Commitment Period, the Borrower may use the Swing Line Commitments by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans may from time to time be (i) ABR Loans, Revolving (ii) ASK Rate Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed or (iii) a combination thereof, as determined by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made and notified to the Borrower shall be made Administrative Agent in Dollars as ABR Loans accordance herewith and shall not be entitled to be converted into Eurocurrency Eurodollar Loans or Reference Rate Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable written notice (which notice must be received by the such Swing Line Lender and Administrative Agent prior to 2:00 P.M. (x) 3:00 P.M., New York City time time, in the case of ABR Loans and (or such later time as may be agreed by y) 2:00 P.M., New York City time, in the Swing Line Lender in its reasonable discretioncase of ASK Rate Loans), on the requested Borrowing Date specifying (1) the identity of the Borrower Type and (2) the amount of the requested Swing Line Loan, Loan which shall be in a minimum amount of $100,000 500,000 or whole multiples of $50,000 100,000 in excess thereof. The proceeds of the all such Swing Line Loan Loans will then be made available by the Swing Line Lender to the Borrower identified in such notice at an office of by the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes on the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence books of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to or such Lender’s Revolving Commitment Percentage other account of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal Borrower as shall have been designated by the Borrower to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans Lender. (collectively, the “Refunded Swing Line Loans”i) outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the obligations of the The Borrower hereby unconditionally promises to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available pay to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office prior to 12:00 Noon, New York City time, in funds immediately available then unpaid principal amount of each Swing Line Loan on the earlier of (x) the Commitment Termination Date and (y) the 14 Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in after such Swing Line Loans, in either case in an amount equal to Loan was made (or such Revolving Lender’s Revolving Commitment Percentage determined earlier date on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on which the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be become due and payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.Article

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, 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 Initial Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided 5,000,000, PROVIDED that at no time may the sum of the then outstanding Revolving Credit Loans, Swing Line Loans, Revolving Loans and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 2.19 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. Swing Line Loans may not be prepaid without the consent of the Swing Line Lender. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Negotiated Rate Loans and shall not be entitled to be converted into Eurocurrency Eurodollar Loans or ABR Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. 12:00 Noon, New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an the office of the Swing Line Lender by crediting the account of such the Borrower at such office with such proceeds in Dollars. Each Negotiated Rate Loan shall mature and be payable at the end of the Interest Period applicable thereto. (b) The Swing Line Loans shall, if requested by the Swing Line Lender, be evidenced by a promissory note of the Borrower substantially in the form of Exhibit C, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "SWING LINE NOTE"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 2.19 (a) 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 its internal books and records and/or on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation on such schedule 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 the obligations of the Borrower under this Agreement or the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with subsection 2.10. (c) The Swing Line Lender, at any time in its sole and absolute discretion, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, Lender to make a Revolving Loan as an ABR Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”"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 3.4(d). Unless the Revolving Credit Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 2.19 shall apply), each Revolving Lender hereby agrees to will make the proceeds of its the Revolving Credit Loan made by it 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 Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender's Revolving Lender’s Revolving Credit Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments Credit Commitments) of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Credit Loan made by it 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 Office 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 and in Dollarsterminate. 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 Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c)paragraph, each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof the Swing Line Lender will deliver to any such Revolving Lender that so requests a confirmation of such Lender's undivided participating interest in the Swing Line Loan Participation Certificate Loans dated the date of receipt of such funds and in such amount. (de) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s 's participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute to such payment on the next succeeding Business Day Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s 's participating interest was outstanding and funded); providedPROVIDED, howeverHOWEVER, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms terms, conditions, representations and conditions hereofwarranties contained in the Loan Documents, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower from time to time during until the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 millionSwing Line Termination Date; provided that at no time may that, the sum of the then outstanding Swing Line LoansLender may not make any Swing Line Loan if, Revolving after giving effect to such Swing Line Loan, either (i) the amount of all Swing Line Loans and L/C Obligations outstanding would exceed the Revolving lesser of (x) $10,000,000 or (y) the Aggregate Available Commitments then in effector (ii) the Aggregate Outstanding Extensions of Credit of all Lenders would exceed the Total Commitment. Amounts borrowed by the Borrower under this subsection 2.8 Section 2.4 may be repaid and, through but excluding the Initial Revolving Maturity Swing Line Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Eurodollar Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice a Notice of Borrowing (which notice Notice of Borrowing must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion)1:00 P.M., Dallas, Texas time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 500,000 or whole multiples of $50,000 100,000 in excess thereof. The proceeds of the each Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an the office of the Swing Line Lender by crediting the account of such the Borrower, as so directed by the Borrower at such office in a Notice of Borrowing, with such proceeds in Dollars. (b) The Borrower agrees that, upon the request of 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 F-2, 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 in a principal amount equal to $10,000,000 with interest thereon as prescribed in Section 4.1. The Swing Line Note shall (i) be dated the Effective Date or the date of any reissuance of such Swing Line Note, (ii) be stated to mature on the Swing Line Termination Date and (iii) provide for the payment of interest in accordance with Section 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Committed Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment 's Specified Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Each Lender hereby agrees to will make the proceeds of its Revolving Committed Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office prior to 12:00 Noon, New York City Dallas, Texas time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Committed Loans shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If If, for any reason, Committed Loans may not be (as determined by the Revolving Commitments shall expire Administrative Agent in its sole discretion), or terminate at any time while are not, made pursuant to Section 2.4(c) to repay Swing Line Loans are outstandingas required by said Section, then, effective on the date such Committed Loans would otherwise have been made, each Revolving Lender shallseverally, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan unconditionally and irrevocably agrees that it shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans ("Unrefunded Swing Line Loans"), in either case in an amount equal to the amount of Committed Loans which otherwise would have been made by such Revolving Lender pursuant to Section 2.4(c) (which amount, if the Commitments shall have terminated, shall be determined on the basis of such Lender’s Revolving Commitment 's Specified Percentage (determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the BorrowerCommitments), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (cd), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s 's participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute to such payment on the next succeeding Business Day Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s 's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (ef) Each Revolving Notwithstanding anything to the contrary in this Agreement, each Lender’s 's obligation to make the Revolving Committed Loans referred to in Section 2.4(c) and to purchase and fund participating interests with respect pursuant to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(dSection 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (i) any set-offsetoff, counterclaim, recoupment, defense or other right that which such Revolving 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 DefaultDefault or the failure to satisfy any of the other conditions specified in Section 6; (iii) any adverse change in the condition (financial or otherwise) of the Borrowerany Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to The Swing Line Bank shall, on the terms and subject to the conditions hereof, the Swing Line Lender may, in its sole discretionhereinafter set forth (including Section 4.3), make swing line loans one or more advances (individually, each such advance being a “"Swing Line Loan”; collectively, the “Swing Line Loans”") to the any Floor Plan Borrower from time to time on any Business Day during the Initial Revolving Commitment Period period from the Closing Date to the Maturity Date in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided that THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT 40 42 at no any time may the sum of the then outstanding (not including Swing Line Overdraft Loans, Revolving Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the aggregate amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender Commitment as such amount may change from time to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars.time; and (b) The Swing Line Lender, Bank may on the terms and subject to the conditions hereinafter set forth (including Section 4.3) make one or more Swing Line Loans to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time in its sole and absolute discretion, may, and, at any time as there shall be a (not including Swing Line Loan outstanding for more than seven Business Days, Overdraft Loans) the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the aggregate amount of the Mandatory Revolving Floor Plan Loan Borrowing may not comply with Commitments of all the minimum amount for Revolving Loans otherwise required hereunderBanks; provided, (ii) whether any conditions specified in Section 5 are then satisfiedhowever, (iii) whether a Default or an Event that after giving effect to all Borrowings of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined Floor Plan Loans and all Floor Plan Loans requested on any date, the date of, and immediately prior to, expiration or termination of the Revolving Commitments sum of the aggregate principal amount of such all outstanding Floor Plan Loans and Swing Line Loans (but excluding Swing Line Overdraft Loans; provided that, in ) shall not exceed the event that any Mandatory Revolving aggregate amount of the then applicable aggregate Floor Plan Loan Borrowing cannot for any reason be made on the date otherwise required above Commitments. All Swing Line Loans (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as Overdraft Loans) shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto evidenced by the Swing Line Lender)Note, or any payment under which advances, repayments and readvances may be made, subject to the terms and conditions of interest on account thereof, the this Agreement. Each Swing Line Lender willLoan shall mature and the principal amount thereof shall be due and payable by the applicable Floor Plan Borrower, if such payment is received prior to 1:00 P.M., New York City timeas the case may be, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end last day of such Business Day and otherwise, the Interest Period applicable thereto. In no event whatsoever shall any outstanding Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjustedLoan be deemed to reduce, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender modify or affect any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s Bank's obligation to make the Revolving Floor Plan Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 based upon its Pro Rata Share of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Floor Plan Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingCommitments.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Dollar Swing Line Lender may, in its sole discretion, agrees to make swing line loans denominated in Dollars (individually, a “Swing Line Loan”; collectively, the “"Dollar Swing Line Loans”") to the Borrower from time to time during the Initial Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding, when added to the Dollar Equivalent Amount of then outstanding Foreign Currency Swing Line Loans provided for (and as calculated in) subsection 2.6(b), not to exceed $25.0 million; the Dollar Swing Line Commitment, provided that at no time may Dollar Swing Line Loan shall be required to be made hereunder unless, after giving effect thereto, (i) the sum Available Revolving Credit Commitment of each Revolving Credit Lender would not be less than zero and (ii) the Aggregate Revolving Credit Outstandings would not exceed the aggregate amount of the then outstanding Swing Line Loans, Revolving Loans and L/C Obligations exceed Credit Commitments of all the Revolving Commitments then in effectCredit Lenders. Amounts borrowed by the Borrower under this subsection 2.8 2.6(a) may be repaid and, through but excluding the Initial Revolving Maturity Credit Commitment Termination Date, reborrowed. All Dollar Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Dollar Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Dollar Swing Line Lender and Administrative Agent prior to 2:00 P.M. 12:00 Noon, New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Dollar Swing Line Loan, Loan which shall be in an amount equal to $500,000 or a minimum amount whole multiple of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the each Dollar Swing Line Loan will be made available on the date requested by the Dollar Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such the Borrower at such office as specified in writing by the Borrower to the Administrative Agent with such proceeds in Dollars. (b) The Borrower may, subject to the terms and conditions of this Agreement, borrow swing line loans denominated in Available Foreign Currencies ("Foreign Currency Swing Line Loans") from any Foreign Currency Swing Line Lender from time to time during the Revolving Credit Commitment Period upon the extension of a Foreign Currency Swing Line Commitment (as hereafter defined) on such terms and conditions as may be agreed to by the Borrower and such Foreign Currency Swing Line Lender, including, but not limited to, the applicable Available Foreign Currency, the procedures for the Foreign Currency Swing Line Lender to make the proceeds of such Foreign Currency Swing Line Loans available to the Borrower (including, without limitation, the lending installation from which such Foreign Currency Swing Line Loan is to be made), the applicable interest rate, the manner of calculation of the applicable interest rate, the maximum aggregate principal Dollar Equivalent Amount of Foreign Currency Swing Line Loans that such Foreign Currency Swing Line Lender shall commit to lend to the Borrower in such Available Foreign Currency (such amount, a "Foreign Currency Swing Line Commitment") and the duration of such Foreign Currency Swing Line Commitment, provided that such terms and conditions shall not be inconsistent with the limitations on Foreign Currency Swing Line Commitments and Foreign Currency Swing Line Loans set forth in this subsection and elsewhere in this Agreement. No loan made under a Foreign Currency Swing Line Commitment shall be treated as a Foreign Currency Swing Line Loan for purposes of this Agreement and the other Loan Documents, including, but not limited to, for the purposes of entitling such loans to the benefits of subsection 2.6(e), unless and until the Borrower and the applicable Foreign Currency Swing Line Lender shall have informed the Administrative Agent in writing of the Dollar Equivalent Amount of the Foreign Currency Swing Line Commitment of such Foreign Currency Swing Line Lender and all other terms and conditions thereof. At any time, and from time to time thereafter, subject to the terms and conditions of this Agreement, the Borrower may borrow Foreign Currency Swing Line Loans from such Foreign Currency Swing Line Lender in an amount equal to the then unused amount of the Foreign Currency Swing Line Commitment of such Foreign Currency Swing Line Lender. Anything in this Agreement to the contrary notwithstanding, in any determination of the aggregate amount of outstanding Foreign Currency Swing Line Loans at any time for all purposes of this Agreement and the other Loan Documents (excluding any determinations of the unused amount of any Foreign Currency Swing Line Commitment for purposes of the preceding sentence), the full Dollar Equivalent Amount (calculated in each case on the date such Foreign Currency Swing Line Commitment is originally extended) of each Foreign Currency Swing Line Commitment of each Foreign Currency Swing Line Lender (other than CIBC) shall be deemed to be outstanding as Foreign Currency Swing Line Loans, whether borrowed or not borrowed, and only the aggregate principal Dollar Equivalent Amount of the then outstanding Foreign Currency Swing Line Loans made by CIBC shall be included in such determination; provided, further, that at no time shall any Foreign Currency Swing Line Loan Commitment be extended, or Foreign Currency Swing Line Loan be made, by a Foreign Currency Swing Line Lender or accepted by the Borrower if, after giving effect thereto, (i) the aggregate Dollar Equivalent Amount (calculated, in the case of each Foreign Currency Swing Line Commitment, on the date such Foreign Swing Line Commitment is originally extended) of the Foreign Currency Swing Line Loans and of the Foreign Currency Swing Line Commitments (as the case may be as provided for above) of all the Foreign Currency Swing Line Lenders exceed the Foreign Currency Swing Line Subfacility or (ii) the sum of (A) the aggregate principal amount of the Dollar Swing Line Loans and (B) aggregate Dollar Equivalent Amount (calculated, in the case of each Foreign Currency Swing Line Commitment, on the date such Foreign Swing Line Commitment is originally extended) of the Foreign Currency Swing Line Loans and the Foreign Currency Swing Line Commitments (as the case may be as provided for above) exceed the Swing Line Commitment and provided, further, however, that at no time shall any Foreign Currency Swing Line Loan Commitment be extended, or Foreign Currency Swing Line Loan be made, by a Foreign Currency Swing Line Lender or accepted by the Borrower if, after giving effect thereto, (I) the Available Revolving Credit Commitment of a Revolving Credit Lender would be less than zero or (II) the Aggregate Revolving Credit Outstandings would exceed the aggregate amount of the Revolving Credit Commitments of all the Revolving Credit Lenders. (c) The Borrower agrees that, upon the request to the Administrative Agent by the Dollar Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6, to evidence the Dollar Swing Line Loans the Borrower will execute and deliver to the Dollar Swing Line Lender a promissory note substantially in the form of Exhibit A-6, 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 Dollar Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Dollar Swing Line Commitment or, if less, the unpaid principal amount of the Dollar Swing Line Loans made to the Borrower by the Dollar Swing Line Lender, with interest thereon as prescribed in subsection 4.1. 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) provide for the payment of interest in accordance with subsection 4.1. (i) The Dollar Swing Line Lender, at any time in its sole and absolute discretion, discretion may, and, at any time as there shall be a Dollar Swing Line Loan outstanding for more than seven Business Days, the Dollar Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Dollar Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Credit Lender, including the Swing Line LenderLenders, to make a Revolving Credit Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Credit Lender’s 's Revolving Credit Commitment Percentage of the principal amount of all of the Dollar Swing Line Loans (collectively, the “"Refunded Dollar 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 Dollar Swing Line Loans in accordance with the provisions of subsection 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans4. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, Bank hereby agrees to make swing line loans to the Company (individually, a “Committed Swing Line Loan”; collectively, collectively the “Committed Swing Line Loans”; or the “Swing Line Loans”) to the Borrower from time to time during the Initial Revolving Commitment Period applicable to the Swing Line Bank in an aggregate principal amount at any one time outstanding not to exceed $25.0 millionthe Swing Line Commitment; provided that at no time may the sum aggregate unpaid principal amount of the then outstanding all Swing Line Loans, together with the aggregate unpaid principal amount of all Revolving Credit Loans, LOC Obligations and all Bid Loans and L/C Obligations at any one time outstanding, may not exceed the Revolving Commitments then in effectaggregate amount of the Commitments. Amounts borrowed by the Borrower Company under this subsection 2.8 2.19 may be repaid and, through but excluding the Initial Revolving Maturity DateTermination Date applicable to the Swing Line Bank, reborrowed. All Committed Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall may not be entitled to be converted into Eurocurrency Eurodollar Loans. Each borrowing of Swing Line Loans shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The Borrower Company shall give the Administrative Agent (which shall promptly notify the Swing Line Lender and Administrative Agent Bank) irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. P.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Committed Swing Line Loan, which shall Loan to be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereofmade by the Swing Line Bank. The proceeds of the each Committed Swing Line Loan will shall be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available Bank to the Administrative Agent for the account of the Swing Line Lender Company at the applicable office of the Administrative Agent Office specified prior to 4:30 p.m. on the requested Borrowing Date. (b) The Swing Line Loans made by the Swing Line Bank to the Company shall be evidenced by a promissory note of the Company substantially in the form of Exhibit I, with appropriate insertions (the “Swing Line Note”), payable to the order of the Swing Line Bank and representing the obligation of the Company to pay the unpaid principal amount of the Swing Line Loans made to the Company, with interest thereon as prescribed in subsection 2.9. The Swing Line Bank is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan made to the Company and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of its Swing Line Note (or any continuation thereof) and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. Each Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date applicable to the Swing Line Bank and (c) bear interest for the period from the date thereof to the applicable Termination Date 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 2.9. (c) In the event that the Company has not notified the Administrative Agent of its intent to repay the Swing Line Loans made on any Borrowing Date by 12:00 Noon, noon New York City time, in funds immediately available time on the Business Day next succeeding immediately following such Borrowing Date and has not in fact repaid such Swing Line Loans (including accrued interest thereon) in full by such time, the Company shall be deemed to have made an irrevocable request to the Administrative Agent under subsection 2.3 (which for purposes of this subsection shall be deemed to be timely and sufficient) for a borrowing on such date such notice is given notwithstanding (i) of Revolving Credit Loans that are ABR Loans in an aggregate amount equal to the then unpaid aggregate principal amount of such Swing Line Loans made to the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timeCompany. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded such Swing Line Loans. (cd) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in In the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on whatsoever (including, without limitation, the date otherwise required above occurrence of an event specified in paragraph (including as a result g) of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law Section 7 with respect to the BorrowerCompany), then the procedures set forth in the foregoing paragraph (c) are not followed, each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurredBank shall, but adjusted for any payments received upon notice from the Borrower on or after such date and prior to such purchase) Administrative Agent, promptly purchase from the Swing Line Lender such Bank participations in such outstanding (or, if and to the extent specified by the Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; providedBank, further, that (xa direct interest in) all interest payable on the Swing Line Loans shall be for the account of made by the Swing Line Lender until Bank (collectively, the date as “Unrefunded Swing Line Loans”) in an aggregate amount equal to the amount of the Revolving Credit Loan it would have been obligated to make pursuant to the procedures set forth in the foregoing paragraph (c). (e) Each Bank shall, not later than 4:00 P.M. New York City time on the Business Day on which such notice is received (if such notice is received by 2:15 P.M. New York City time) or 9:00 A.M. New York City time on the respective participation next succeeding Business Day (if such notice is required received after 2:15 P.M. New York City time), make available the amount of the Revolving Credit Loan to be made by it (or the amount of the participations or direct interests to be purchased andby it, to as the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (ycase may be) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for at the account applicable office of the Swing Line Lender at the Administrative Agent Office prior to 12:00 Noon, New York City time, specified in funds immediately subsection 9.2 and the amount so received by the Administrative Agent shall promptly be made available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line LenderBank by remitting the same, in immediately available funds, the amount of its participation and upon receipt thereof to the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated Bank, in accordance with the date provisions of receipt of such funds and in such amountparagraph (g) below. (df) Whenever, at any time after the Swing Line Lender Bank has received from any Revolving Lender Bank such Revolving LenderBank’s participating interest in a an Unrefunded Swing Line LoanLoan pursuant to paragraph (d) above, the Swing Line Lender Bank receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, Bank will distribute to such Revolving Lender Bank its pro rata share thereof prior to the end of participating interest in such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day amount (appropriately adjusted, adjusted in the case of interest payments, to reflect the period of time during which such Revolving LenderBank’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender Bank is required to be returned, such Revolving Lender Bank will return to the Swing Line Lender Bank any portion thereof previously distributed by the Swing Line Lender Bank to it. (eg) Each Revolving LenderAll payments (including prepayments) to be made by the Company hereunder and under the Swing Line Notes, whether on account of principal, interest, fees or otherwise, shall be made without set off, counterclaim or any other deduction whatsoever and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Swing Line Bank, at the Administrative Agent’s office specified in subsection 9.2, in Dollars and in immediately available funds, and upon receipt by the Administrative Agent of any payment made by the Company in accordance with the terms of this Agreement and the Swing Line Notes, the Company shall have satisfied its payment obligation to make the Revolving Loans and to purchase participating interests with respect to the obligation on account of which such payment was made. Any such payment made at or after 1:00 P.M. New York City time, on any day shall be deemed made on the following Business Day. The Administrative Agent shall distribute such payments to the Swing Line Loans Bank promptly upon receipt in accordance with subsections 2.8(c) like funds as received. If any payment hereunder becomes due and 2.8(d) payable on a day other than a Business Day, such payment shall be absolute extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (h) Anything in this Agreement to the contrary notwithstanding (including, without limitation, in subsection 4.2), the obligation of each Bank to make its Revolving Credit Loan (or purchase its participation or direct interest in such Swing Line Loan, as the case may be) pursuant to this subsection 2.19 is unconditional under any and unconditional all circumstances whatsoever and shall not be affected by any circumstance, including (i) any subject to set-off, counterclaim, recoupment, counterclaim or defense or other right to payment that such Revolving Lender or the Borrower Bank may have or have had against the Company, the Administrative Agent, the Swing Line Lender, the Borrower Bank or any other Person for Bank and, without limiting any reason whatsoever; of the foregoing, shall be unconditional irrespective of (i) occurrence of any Default or Event of Default, (ii) the occurrence financial condition of the Company, any Affiliate, the Administrative Agent, the Swing Line Bank or continuance of a Default any other Bank or an Event of Default; (iii) any adverse change in condition (financial the termination or otherwise) cancellation of the Borrower; Commitments. The Company agrees that any Bank so purchasing a participation (ivor direct interest) any breach in such Swing Line Loan may exercise all rights of this Agreement set-off, bankers’ lien, counter claim or any other similar rights with respect to such participation as fully as if such Bank were a direct holder of a Swing Line Loan Document by in the Borrower, any other Loan Party or any other Lender; (v) any inability amount of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingparticipation.

Swing Line Commitments. (a) Subject to the terms terms, conditions, representations and conditions hereofwarranties contained in the Loan Documents, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower from time to time during until the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 millionSwing Line Termination Date; provided that at no time may that, the sum of the then outstanding Swing Line LoansLender may not make any Swing Line Loan if, Revolving after giving effect to such Swing Line Loan, either (i) the amount of all Swing Line Loans and L/C Obligations outstanding would exceed the Revolving lesser of (x) $10,000,000 or (y) the Aggregate Available Commitments then in effector (ii) the Aggregate Outstanding Extensions of Credit of all Lenders would exceed the Total Commitment. Amounts borrowed by the Borrower under this subsection 2.8 Section 2.4 may be repaid and, through but excluding the Initial Revolving Maturity Swing Line Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Eurodollar Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice a Notice of Borrowing (which notice Notice of Borrowing must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion)1:00 P.M., Dallas, Texas time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 500,000 or whole multiples of $50,000 100,000 in excess thereof. The proceeds of the each Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an the office of the Swing Line Lender by crediting the account of such the Borrower, as so directed by the Borrower at such office in a Notice of Borrowing, with such proceeds in Dollars. (b) The Borrower agrees that, upon the request of 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 ------- F-2, 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 in a principal amount equal to $10,000,000 with interest thereon as prescribed in Section 4.1. The Swing Line Note shall (i) be dated the Effective Date or the date of any reissuance of such Swing Line Note, (ii) be stated to mature on the Swing Line Termination Date and (iii) provide for the payment of interest in accordance with Section 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Committed Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment 's Specified Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Each Lender hereby agrees to will make the proceeds of its Revolving Committed Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office prior to 12:00 Noon, New York City Dallas, Texas time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Committed Loans shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If If, for any reason, Committed Loans may not be (as determined by the Revolving Commitments shall expire Administrative Agent in its sole discretion), or terminate at any time while are not, made pursuant to Section 2.4(c) to repay Swing Line Loans are outstandingas required by such Section, then, effective on the date such Committed Loans would otherwise have been made, each Revolving Lender shallseverally, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan unconditionally and irrevocably agrees that it shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans ("Unrefunded Swing Line Loans"), in either case in an amount equal to such Revolving Lender’s Revolving Commitment 's Specified Percentage of the amount of Unrefunded Swing Line Loans (which amount, if the Commitments shall have terminated, shall be determined on the basis of such Lender's Specified Percentage (determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the BorrowerCommitments), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (cd), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s 's participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute to such payment on the next succeeding Business Day Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s 's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (ef) Each Revolving Notwithstanding anything to the contrary in this Agreement, each Lender’s 's obligation to make the Revolving Committed Loans referred to in Section 2.4(c) and to purchase and fund participating interests with respect pursuant to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(dSection 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (i) any set-offsetoff, counterclaim, recoupment, defense or other right that which such Revolving 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 DefaultDefault or the failure to satisfy any of the other conditions specified in Section 6; (iii) any adverse change in the condition (financial or otherwise) of the Borrowerany Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, Chase agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to the Borrower and any Subsidiary Borrower from time to time during prior to the Initial Revolving Commitment Period Termination Date in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding not outstanding, provided that, after giving effect to exceed $25.0 million; provided that at no time may the sum making of the then outstanding such Swing Line Loans, Revolving Loans and L/C Obligations the Aggregate Outstanding Extensions of Credit will not exceed the Revolving Commitments then in effectCredit Commitments. Amounts borrowed by the Borrower or any Subsidiary Borrower under this subsection 2.8 2.3 may be repaid and, through but excluding during the Initial Revolving Maturity DateCredit Commitment Period, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Swing Line Lender and Administrative Agent Chase irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent Chase prior to 2:00 P.M. 1:00 P.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date borrowing date specifying (1) the identity of the Borrower and (2) the amount of the each requested Swing Line Loan, which shall be in a an aggregate minimum amount of $100,000 250,000 or a whole multiples of $50,000 in excess multiple thereof. The proceeds of the each Swing Line Loan will be made available by the Swing Line Lender Chase to the Borrower identified in such notice at an office of or the Swing Line Lender relevant Subsidiary Borrower by crediting the account of such the Borrower at such office or the relevant Subsidiary Borrower, as applicable, designated to Chase with such proceeds in Dollarson the requested Borrowing Date. (b) The Swing Line LenderChase, at any time and in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower or any Subsidiary Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender Chase to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line LenderChase, to make a Revolving Loan as an ABR Credit Loan in an amount equal to such Lender’s Revolving 's Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 . Unless any of the Borrower to prepay Swing Line Loans events described in accordance with the provisions paragraph (f) of subsection 3.4(d). Unless the Revolving Commitments Section 8 shall have expired or terminated occurred (in which event the procedures of paragraph (dc) of this subsection 2.8 2.3 shall apply), each Revolving Lender hereby agrees to shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent Chase for the account of the Swing Line Lender Chase at the Administrative Agent Office office of Chase 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. 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 Commitments Credit Loan pursuant to paragraph (b) of subsection 2.3, one of the events described in paragraph (f) of Section 8 shall expire or terminate at any time while Swing Line Loans are outstandinghave occurred, each Lender hereby agrees to and will, on the date such Revolving Lender shallCredit Loan was to have been made, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such the Refunded Swing Line Loans, in either case Loan in an amount equal to such Revolving Lender’s Revolving its Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Refunded Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR LoansLoan. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line LenderChase, in immediately available funds, the amount of its participation and and, upon receipt thereof the Swing Line Lender thereof, Chase will deliver to such Revolving 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 the Swing Line Lender Chase has received from any Revolving Lender such Revolving Lender’s 's participating interest in a Refunded Swing Line Loan, the Swing Line Lender Loan and Chase receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, Chase will distribute to such Revolving Lender its pro rata share thereof prior to the end of participating interest in such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving 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 the Swing Line Lender Chase is required to be returned, such Revolving Lender will return to the Swing Line Lender Chase any portion thereof previously distributed by the Swing Line Lender Chase to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans it in accordance with subsections 2.8(c) and 2.8(d) 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 like funds as such Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan payment is required to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingreturned by Chase.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, 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 Initial Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided 5,000,000, PROVIDED that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 2.6 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Eurodollar Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. 3:00 p.m., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, Loan which shall be in an amount equal to $250,000 or a minimum amount of $100,000 or whole multiples multiple of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an the office of the Swing Line Lender by crediting the account of such the Borrower at such office with such proceeds in Dollars. (b) The Borrower agrees that, upon the request to the Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6, 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 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 4.7. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with subsection 4.7. (c) The Swing Line Lender, at any time in its sole and absolute discretion, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan as an ABR Loan in an amount equal to such Revolving Credit Lender’s 's Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Credit Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given; provided 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans4. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereofhereof and provided no Default or Event of Default shall have occurred and be continuing, the Swing Line Lender may, in its sole discretion, Bank hereby agrees to make swing line loans to the Company (individually, a “Committed Swing Line Loan”; collectively, collectively the “Committed Swing Line Loans”; or the “Swing Line Loans”) to the Borrower from time to time during the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 millionthe Swing Line Commitment; provided that at no time may the sum aggregate unpaid principal amount of the then outstanding all Swing Line Loans, together with the aggregate unpaid principal amount of all Revolving Credit Loans, LOC Obligations and all Bid Loans and L/C Obligations at any one time outstanding, may not exceed the Revolving Commitments then in effectaggregate amount of the Commitments. Amounts borrowed by the Borrower Company under this subsection 2.8 2.19 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Committed Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall may not be entitled to be converted into Eurocurrency Eurodollar Loans. Each borrowing of Swing Line Loans shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The Borrower Company shall give the Administrative Agent (which shall promptly notify the Swing Line Lender and Administrative Agent Bank) irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. P.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Committed Swing Line Loan, which shall Loan to be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereofmade by the Swing Line Bank. The proceeds of the each Committed Swing Line Loan will shall be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available Bank to the Administrative Agent for the account of the Swing Line Lender Company at the applicable office of the Administrative Agent Office specified prior to 4:30 p.m. on the requested Borrowing Date. (b) The Swing Line Loans made by the Swing Line Bank to the Company shall be evidenced by a promissory note of the Company substantially in the form of Exhibit I, with appropriate insertions (the “Swing Line Note”), payable to the order of the Swing Line Bank and representing the obligation of the Company to pay the unpaid principal amount of the Swing Line Loans made to the Company, with interest thereon as prescribed in subsection 2.9. The Swing Line Bank is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan made to the Company and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of its Swing Line Note (or any continuation thereof) and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. Each Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) bear interest for the period from the date thereof to the Termination Date 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 2.9. (c) In the event that the Company has not notified the Administrative Agent of its intent to repay the Swing Line Loans made on any Borrowing Date by 12:00 Noon, noon New York City time, in funds immediately available time on the Business Day next succeeding immediately following such Borrowing Date and has not in fact repaid such Swing Line Loans (including accrued interest thereon) in full by such time, the Company shall be deemed to have made an irrevocable request to the Administrative Agent under subsection 2.3 (which for purposes of this subsection shall be deemed to be timely and sufficient) for a borrowing on such date such notice is given notwithstanding (i) of Revolving Credit Loans that are ABR Loans in an aggregate amount equal to the then unpaid aggregate principal amount of such Swing Line Loans made to the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timeCompany. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded such Swing Line Loans. (cd) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in In the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on whatsoever (including, without limitation, the date otherwise required above occurrence of an event specified in paragraph (including as a result g) of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law subsection 7 with respect to the BorrowerCompany), then the procedures set forth in the foregoing paragraph (c) are not followed, each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurredBank shall, but adjusted for any payments received upon notice from the Borrower on or after such date and prior to such purchase) Administrative Agent, promptly purchase from the Swing Line Lender such Bank participations in such outstanding (or, if and to the extent specified by the Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; providedBank, further, that (xa direct interest in) all interest payable on the Swing Line Loans shall be for the account of made by the Swing Line Lender until Bank (collectively, the date as “Unrefunded Swing Line Loans”) in an aggregate amount equal to the amount of the Revolving Credit Loan it would have been obligated to make pursuant to the procedures set forth in the foregoing paragraph (c). (e) Each Bank shall, not later than 4:00 P.M. New York City time on the Business Day on which such notice is received (if such notice is received by 2:15 P.M. New York City time) or 9:00 A.M. New York City time on the respective participation next succeeding Business Day (if such notice is required received after 2:15 P.M. New York City time), make available the amount of the Revolving Credit Loan to be made by it (or the amount of the participations or direct interests to be purchased andby it, to as the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (ycase may be) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for at the account applicable office of the Swing Line Lender at the Administrative Agent Office prior to 12:00 Noon, New York City time, specified in funds immediately subsection 9.2 and the amount so received by the Administrative Agent shall promptly be made available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line LenderBank by remitting the same, in immediately available funds, the amount of its participation and upon receipt thereof to the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated Bank, in accordance with the date provisions of receipt of such funds and in such amountparagraph (g) below. (df) Whenever, at any time after the Swing Line Lender Bank has received from any Revolving Lender Bank such Revolving LenderBank’s participating interest in a an Unrefunded Swing Line LoanLoan pursuant to paragraph (d) above, the Swing Line Lender Bank receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, Bank will distribute to such Revolving Lender Bank its pro rata share thereof prior to the end of participating interest in such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day amount (appropriately adjusted, adjusted in the case of interest payments, to reflect the period of time during which such Revolving LenderBank’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender Bank is required to be returned, such Revolving Lender Bank will return to the Swing Line Lender Bank any portion thereof previously distributed by the Swing Line Lender Bank to it. (eg) Each Revolving LenderAll payments (including prepayments) to be made by the Company hereunder and under the Swing Line Notes, whether on account of principal, interest, fees or otherwise, shall be made without set off, counterclaim or any other deduction whatsoever and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Swing Line Bank, at the Administrative Agent’s office specified in subsection 9.2, in Dollars and in immediately available funds, and upon receipt by the Administrative Agent of any payment made by the Company in accordance with the terms of this Agreement and the Swing Line Notes, the Company shall have satisfied its payment obligation to make the Revolving Loans and to purchase participating interests with respect to the obligation on account of which such payment was made. Any such payment made at or after 1:00 P.M. New York City time, on any day shall be deemed made on the following Business Day. The Administrative Agent shall distribute such payments to the Swing Line Loans Bank promptly upon receipt in accordance with subsections 2.8(c) like funds as received. If any payment hereunder becomes due and 2.8(d) payable on a day other than a Business Day, such payment shall be absolute extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (h) Anything in this Agreement to the contrary notwithstanding (including, without limitation, in subsection 4.2), the obligation of each Bank to make its Revolving Credit Loan (or purchase its participation or direct interest in such Swing Line Loan, as the case may be) pursuant to this subsection 2.19 is unconditional under any and unconditional all circumstances whatsoever and shall not be affected by any circumstance, including (i) any subject to set-off, counterclaim, recoupment, counterclaim or defense or other right to payment that such Revolving Lender or the Borrower Bank may have or have had against the Company, the Administrative Agent, the Swing Line Lender, the Borrower Bank or any other Person for Bank and, without limiting any reason whatsoever; of the foregoing, shall be unconditional irrespective of (i) occurrence of any Default, (ii) the occurrence financial condition of the Company, any Affiliate, the Administrative Agent, the Swing Line Bank or continuance any other Bank or (iii) the termination or cancellation of the Commitments. The Company agrees that any Bank so purchasing a participation (or direct interest) in such Swing Line Loan may exercise all rights of set-off, bankers’ lien, counter claim or similar rights with respect to such participation as fully as if such Bank were a direct holder of a Default or Swing Line Loan in the amount of such participation . (i) Notwithstanding any of the provisions set forth herein, if the Swing Line Bank is notified by the Administrative Agent that an Event of Default; (iii) Default has occurred and is continuing, the Swing Line Bank shall not be permitted to make any adverse change in condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingSwing Line Loans hereunder.

Swing Line Commitments. (ai) Subject to the terms and ---------------------- conditions hereof, the Swing Line Lender may, in its sole discretion, 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 Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; C$5,000,000, provided -------- that at no time may the sum of the then outstanding Swing Line Loans, Revolving Loans and Credit Loans, L/C Obligations and the aggregate undiscounted face amount of all then outstanding Acceptances exceed the Revolving lesser of (x) the Commitments and (y) the Borrowing Base then in effect. Amounts borrowed by the Borrower under this subsection 2.8 2.5 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Prime Rate Loans and shall not be entitled to be converted into Eurocurrency LoansAcceptances. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion)12:00 P.M., Toronto time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an the office of the Swing Line Lender by crediting the account of such the Borrower at such office with such proceeds in Canadian Dollars. (ii) Provided that the conditions precedent contained in subsection 7.2 to its obligation to make a Swing Line Loan have been satisfied and that there is sufficient availability under the Swing Line Commitment, on each Interest Payment Date, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swing Line Lender to act on its behalf), make a Swing Line Loan to the Borrower in an amount equal to the amount of interest due and payable on such Interest Payment Date pursuant to subsection 5.1. The proceeds of such Swing Line Loan shall be made available by the Swing Line Lender to the Administrative Agent and applied by the Administrative Agent to the payment of such interest on such Interest Payment Date; the Swing Line Lender shall notify the Borrower as soon as reasonably practicable of the amount of each such Swing Line Loan. (b) The Swing Line Loans shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "Swing Line Note"), payable to the order of the --------------- Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 5.1. 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 its internal books and records and/or on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation on such schedule 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 the obligations of the Borrower under this Agreement or the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with subsection 5.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, discretion may, and, at any time as there shall be a when Swing Line Loan Loans are outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, Lender to make a Revolving Loan as an ABR Credit Loan in an amount equal to such Lender’s Revolving 's Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “"Refunded Swing Line Loans”") outstanding on the date such ------------------------- notice is given; provided that the provisions of this subsection shall not -------- affect the Borrower's obligations of the Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d5.2(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 2.5 shall apply), each Revolving Lender hereby agrees to will make the proceeds of its the Revolving Credit Loan made by it 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 Office prior to 12:00 Noon10:00 A.M., New York City Toronto time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving 's Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Credit Loan made by it 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 Office prior to 12:00 Noon10:00 A.M., New York City Toronto time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollarsterminate. 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 Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (cd), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to any such Revolving Lender that so requests a confirmation of such Lender's undivided participating interest in the Swing Line Loan Participation Certificate Loans dated the date of receipt of such funds and in such amount. (de) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s 's participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute to such payment on the next succeeding Business Day Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s 's participating interest was outstanding and funded); provided, however, that in the event that -------- ------- such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereofhereof and provided no Default or Event of Default shall have occurred and be continuing, the Swing Line Lender may, in its sole discretion, Chase agrees to make swing line loans to the Parent (individually, a “"Swing Line Loan”"; collectively, collectively the “"Swing Line Loans”") to the Borrower from time to time during the Initial Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; 15,000,000, provided that at no time may shall the sum aggregate principal amount of the then outstanding Swing Line LoansLoans outstanding, when added to Chase's then Aggregate Outstanding Revolving Loans and L/C Obligations Extensions of Credit, exceed the Chase's Revolving Commitments then in effectCredit Commitment. Amounts borrowed by the Borrower under this subsection 2.8 2.16 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Eurodollar Loans. Each borrowing of Swing Line Loans shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. The Borrower Parent shall give the Swing Line Lender and Administrative Agent Chase irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent Chase prior to 2:00 P.M. 11:00 A.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender Chase to the Borrower identified in such notice Parent at an the office of the Swing Line Lender Chase by crediting the account of such Borrower the Parent at such office with such proceeds in Dollarsproceeds. (b) Prior to the Restatement Effective Date, the Parent issued a promissory note to evidence the Swing Line Loans made by Chase to the Parent, substantially in the form of Exhibit C to this Agreement (the "Swing Line Note"), payable to the order of Chase and representing the obligation of the Parent to pay the unpaid principal amount of the Swing Line Loans made to the Parent, with interest thereon as prescribed in subsection 2.19. The Swing Line LenderNote shall continue to be outstanding on the Restatement Effective Date and shall continue to evidence the Swing Line Loans. Chase is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan made to the Parent and the date and amount of each payment or prepayment of principal thereof, on the appropriate schedule annexed to and constituting a part of the Swing Line Note (or any continuation thereof) and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The Swing Line Loans shall mature on the Termination Date and bear interest for the period from the date thereof to the Termination Date 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 2.19. (c) Chase at any time in its sole and absolute discretion, may, and, at any time as there shall be and on each Monday (or if such day is not a Swing Line Loan outstanding for more than seven Business DaysDay, the Swing Line Lender next Business Day) shall, on behalf of the Borrower Parent (which hereby irrevocably directs and authorizes the Swing Line Lender Chase to act on its behalf), ) request prior to 11:00 A.M. (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)New York City time) each Revolving Credit Lender, including the Swing Line LenderChase, to make a Revolving Credit Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) Parent in an amount equal to such Revolving Credit Lender’s 's Revolving Credit Commitment Percentage of the principal amount of all of the Swing Line Loans made to the Parent (collectively, the “"Refunded Swing Line Loans”") outstanding on the date such notice is given; provided provided, that no such request shall be made at any time when the provisions of this subsection shall not affect the obligations aggregate principal amount of the Borrower to prepay Swing Line Loans at such time does not exceed $1,000,000 (such Swing Line Loans which in accordance with the provisions of subsection 3.4(daggregate do not exceed $1,000,000 are referred to herein as the "Lesser Swing Line Loans"). Unless any of the Revolving Commitments events described in paragraph (f) of Section 8 shall have expired or terminated occurred (in which event the procedures of paragraph (d) of this subsection 2.8 2.16 shall apply), ) each Revolving Credit Lender hereby agrees to shall make the proceeds of its Revolving Credit Loan to the Parent available to the Administrative Agent Chase for the account of the Swing Line Lender Chase at the Administrative Agent Office office of Chase specified in subsection 11.2 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line LoansLoans of the Parent. Each Revolving Credit Loan made pursuant to this subsection 2.16(c) shall be an ABR Loan. (d) If prior to the making of a Revolving Credit Loan to any Revolving Credit Borrower pursuant to paragraph (c) If of this subsection 2.16 one of the events described in paragraph (f) of Section 8 shall have occurred, each Revolving Commitments shall expire Credit Lender will on the date such Revolving Credit Loan was to have been made or terminate at any time while the date such Revolving Credit Loan would have otherwise been made had the Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the then outstanding not been Lesser Swing Line LenderLoans, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such the Refunded Swing Line Loans or Lesser Swing Line Loans, in either as the case may be, in an amount equal to such its Revolving Lender’s Revolving Credit Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Refunded Swing Line Loans or Lesser Swing Line Loans; provided that, in as the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loanscase may be. Each Revolving Credit Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line LenderChase, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.in

Swing Line Commitments. (a) Subject to the terms and conditions hereofhereof and provided no Default or Event of Default shall have occurred and be continuing, the Swing Line Lender may, in its sole discretion, JPMorgan Chase Bank agrees to make swing line loans to each Borrower (individually, a “Swing Line Loan”; collectively, collectively the “Swing Line Loans”) to the Borrower from time to time during the Initial Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; 15,000,000, provided that at no time may shall the sum aggregate principal amount of the then outstanding Swing Line LoansLoans outstanding, when added to JPMorgan Chase Bank’s then Aggregate Outstanding Revolving Loans and L/C Obligations Extensions of Credit, exceed the JPMorgan Chase Bank’s Revolving Commitments then in effectCredit Commitment. Amounts borrowed by the Borrower under this subsection 2.8 2.16 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Eurodollar Loans. Each borrowing of Swing Line Loans shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. The applicable Borrower shall give the Swing Line Lender and Administrative Agent JPMorgan Chase Bank irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent JPMorgan Chase Bank prior to 2:00 P.M. 11:00 A.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretiontime), on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender JPMorgan Chase Bank to the applicable Borrower identified in such notice at an the office of the Swing Line Lender JPMorgan Chase Bank by crediting the account of such Borrower at such office with such proceeds in Dollarsproceeds. The Swing Line Loans shall mature on the Termination Date and bear interest for the period from the date thereof to the Termination Date on the unpaid principal amount thereof from time to time outstanding the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 2.19. (b) The Swing Line Lender, JPMorgan Chase Bank at any time in its sole and absolute discretion, may, and, at any time as there shall be and on each Monday (or if such day is not a Swing Line Loan outstanding for more than seven Business DaysDay, the Swing Line Lender next Business Day) shall, on behalf of the applicable Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender direct JPMorgan Chase Bank to act on its their behalf)) request prior to 11:00 A.M., request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) New York City time, each Revolving Lender, including the Swing Line LenderJPMorgan Chase Bank, to make a Revolving Credit Loan as an ABR Loan to such Borrower in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans made to such Borrower (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided provided, that no such request shall be made at any time when the provisions of this subsection shall not affect the obligations aggregate principal amount of the Borrower to prepay Swing Line Loans at such time does not exceed $1,000,000 (such Swing Line Loans which in accordance with the provisions of subsection 3.4(daggregate do not exceed $1,000,000 are referred to herein as the “Lesser Swing Line Loans”). Unless any of the Revolving Commitments events described in paragraph (f) of Section 8 shall have expired or terminated occurred (in which event the procedures of paragraph (dc) of this subsection 2.8 2.16 shall apply), ) each Revolving Lender hereby agrees to shall make the proceeds of its Revolving Credit Loan to the applicable Borrower available to the Administrative Agent JPMorgan Chase Bank for the account of the Swing Line Lender JPMorgan Chase Bank at the Administrative Agent Office office of JPMorgan Chase Bank specified in subsection 11.2 prior to 12:00 Noon2:00 P.M., New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line LoansLoans of such Borrower. Each Revolving Credit Loan made pursuant to this subsection 2.16(b) shall be an ABR Loan. (c) If prior to the making of a Revolving Commitments Credit Loan to any Borrower pursuant to paragraph (b) of this subsection 2.16 one of the events described in paragraph (f) of Section 8 shall expire have occurred, each Lender will on the date such Revolving Credit Loan was to have been made or terminate at any time while the date such Revolving Credit Loan would have otherwise been made had the Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the then outstanding not been Lesser Swing Line LenderLoans, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such the Refunded Swing Line Loans or Lesser Swing Line Loans, in either as the case may be, in an amount equal to such Revolving Lender’s Revolving its Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Refunded Swing Line Loans or Lesser Swing Line Loans; provided that, in as the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loanscase may be. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line LenderJPMorgan Chase Bank, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender JPMorgan Chase Bank will deliver to such Revolving Lender a Swing Line Loan Participation Certificate participation certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender JPMorgan Chase Bank has received from any Revolving Lender such Revolving Lender’s participating interest in a Refunded Swing Line Loan or Lesser Swing Line Loan, as the Swing Line Lender case may be, JPMorgan Chase Bank receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, JPMorgan Chase Bank will distribute to such Revolving Lender its pro rata share thereof prior to the end of participating interest in such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day amount (appropriately adjusted, adjusted in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender JPMorgan Chase Bank is required to be returned, such Revolving Lender will return to the Swing Line Lender JPMorgan Chase Bank any portion thereof previously distributed by the Swing Line Lender JPMorgan Chase Bank to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase on a pro rata basis participating interests with respect pursuant to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) shall be absolute and unconditional and this subsection 2.16 shall not be affected by any circumstancecircumstance (except for any circumstance resulting solely from the gross negligence or willful misconduct of JPMorgan Chase Bank), including including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that which such Revolving Lender or the any Borrower may have against the Swing Line LenderJPMorgan Chase Bank, the Borrower Company, the Subsidiary Borrowers 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 BorrowerCompany; (iviii) any breach of this Agreement or by any other Loan Document by the Borrower, any other Loan Party Borrower or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (viiv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time during the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Term Benchmark Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M1:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving [[59972986453734]] Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, [[59972986453734]] such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the Revolving Credit Termination Date and to the Australian Subsidiary Borrowers (i) the Australian Dollar Swing Line Lender may, severally (but not jointly) agrees to make Australian Dollar Swing Line Loans in its sole discretion, make swing line loans Australian Dollars in an aggregate principal amount not to exceed the Australian Dollar equivalent of U.S.$15,000,000 at any one time outstanding (each of the foregoing individually, a “Australian Dollar Swing Line Loan”; collectively, collectively the “Australian Dollar Swing Line Loans”) ); provided that, after giving effect to the Borrower from time to time during making of such Australian Dollar Swing Line Loans, the Initial Revolving Commitment Period in an aggregate principal amount of Swing Line Loans under any Revolving Facility at any one time outstanding shall not to exceed $25.0 million; provided that at no time may U.S.$100,000,000 and the sum Aggregate Australian Revolving Extensions of the then outstanding Swing Line Loans, Revolving Loans and L/C Obligations Credit shall not exceed the Revolving Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowedAustralian Commitments. All Australian Dollar Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give on terms agreed upon by the Australian Dollar Swing Line Lender and the applicable Australian Subsidiary Borrowers. The relevant Australian Subsidiary Borrowers shall give the Australian Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Australian Administrative Agent at or prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion)1:00 p.m., Sydney time, on the requested Borrowing Date (Australia)), specifying (1) the identity of the Borrower and (2) the amount of the each requested Australian Dollar Swing Line Loan, which shall be in greater than or equal to a minimum amount of $100,000 or whole multiples of $50,000 in excess to be agreed upon by such Australian Subsidiary Borrowers and the relevant Australian Dollar Swing Line Lender. Upon such notice, the Australian Administrative Agent shall promptly notify the Australian Dollar Swing Line Lender thereof. The proceeds Australian Dollar Swing Line Lender shall make the amount of the each requested Australian Dollar Swing Line Loan will be made available to the relevant Australian Subsidiary Borrowers in the manner directed by the Swing Line Lender to Australian Administrative Agent on the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollarsrequested Borrowing Date (Australia). (b) The Australian Dollar Swing Line Lender, at any time Lender in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the relevant Australian Subsidiary Borrower (which hereby irrevocably directs and authorizes the Australian Dollar Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Australian Dollar Lender, including the Australian Dollar Swing Line Lender, with respect to all other Australian Dollar Swing Line Loans, to make a Revolving Loan as an ABR Loan Australian Dollar Loan, in an amount equal to such Australian Dollar Lender’s Revolving Commitment Percentage under the Australian Facility of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Australian Dollar Swing Line Loans (collectively, the “Refunded Australian Dollar Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the obligations . Unless any of the Borrower to prepay Swing Line Loans events described in accordance with paragraph (f) of Section 8 of the provisions of subsection 3.4(d). Unless the Revolving Commitments Credit Agreement shall have expired or terminated occurred (in which event the procedures of paragraph (dc) of this subsection 2.8 2.3 shall apply), each Revolving Australian Dollar Lender hereby agrees to shall make the proceeds of its Revolving Australian Dollar Loan available to the Australian Administrative Agent for the account of the Australian Dollar Swing Line Lender Lender, at the office of the Australian Administrative Agent Office prior to 12:00 Noon, New York City 11:00 a.m. (Sydney time, ) in funds immediately available on the third Business Day next succeeding (Australia) following the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Australian Dollar Loans shall be immediately applied to repay the Refunded Australian Dollar Swing Line Loans. (c) If If, prior to the Revolving Commitments shall expire or terminate at any time while making of an Australian Dollar Swing Line Loans are outstandingLoan pursuant to paragraph (b) of subsection 2.3, one of the events described in paragraph (f) of Section 8 of the Credit Agreement shall have occurred, each Revolving Australian Dollar Lender shallhereby agrees to and will, at on the option of the date such Australian Dollar Swing Line LenderLoan was to have been made, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such each Refunded Australian Dollar Swing Line Loans, in either case Loan in an amount equal to such its Revolving Lender’s Revolving Commitment Percentage determined on under the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount Australian Facility of such Refunded Australian Dollar Swing Line Loans; provided that, in the event that any Mandatory Loan. Such Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect Credit Lender will immediately transfer to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Australian Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Australian Dollar Swing Line Lender, in immediately available funds, funds of the amount of its participation and participations and, upon its receipt thereof of its ratable share thereof, the Australian Dollar Swing Line Lender will deliver to such Revolving Australian Dollar 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 the Australian Dollar Swing Line Lender has received from any Revolving Australian Dollar Lender such Revolving Australian Dollar Lender’s participating interest in a Refunded Australian Dollar Swing Line Loan, Loan and the Australian Dollar Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Australian Dollar Swing Line Lender will distribute to such payment on Australian Dollar Lender through the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s Australian Administrative Agent its participating interest was outstanding and funded)interest; provided, however, that in the event that such payment received by the Australian Dollar Swing Line Lender is required to be returned, such Revolving Australian Dollar Lender will return to the Australian Dollar Swing Line Lender through the Australian Administrative Agent any portion thereof previously distributed by the Australian Dollar Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the Borrower from time to time during prior to the Initial Revolving Commitment Period Credit Termination Date and to the Borrower or any Regular Subsidiary Borrower (i) each Swing Line Lender severally (but not jointly) agrees to make Swing Line Loans in Dollars or euros in an aggregate principal amount not to exceed $30,000,000 at any one time outstanding not to exceed $25.0 million(each of the foregoing individually, a "Swing Line Loan"; collectively the "Swing Line Loans"), which Swing Line Loans may be borrowed under any of the Facility A Commitments, the Facility B Commitments, the Facility C Commitments or the Facility D Commitments; provided that at no time may that, after giving effect to the sum making of the then outstanding such Swing Line Loans, Revolving the aggregate principal amount of Swing Line Loans (including any Sterling Swing Line Loans, Australian Dollar Swing Line Loans and L/C Obligations Canadian Dollar Swing Line Loans) made under any Revolving Facility (including the Sterling Facility, Australian Facility and Canadian Facility) at any one time outstanding shall not exceed $80,000,000 or the Non-Dollar Currency Equivalent thereof and the Aggregate Facility A Revolving Extensions of Credit shall not exceed the Facility A Commitments, the Aggregate Facility B Revolving Extensions of Credit shall not exceed the Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit shall not exceed the Facility C Commitments then in effect. Amounts borrowed by and the Borrower under this subsection 2.8 may be repaid and, through but excluding Aggregate Facility D Revolving Extensions of Credit shall not exceed the Initial Revolving Maturity Date, reborrowedFacility D Commitments. All Swing Line Loans made to the Borrower in Dollars shall be made in Dollars as ABR Loans and Swing Line Loans in euros shall not be entitled to be converted into Eurocurrency Loansmade on terms agreed upon by the relevant Swing Line Lender and the Borrower or applicable Regular Subsidiary Borrower. The Borrower or applicable Regular Subsidiary Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent at or prior to 2:00 P.M. 1:00 P.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion)time, on the requested Borrowing Date Date), specifying (1) the identity of the Borrower and (2) the amount of the each requested Swing Line Loan, which shall be in greater than or equal to a minimum amount of $100,000 to be agreed upon by the Borrower or whole multiples of $50,000 in excess thereof. The proceeds of applicable Regular Subsidiary Borrower and the relevant Swing Line Loan will Lender, and the Revolving Facility under which it is to be made available by borrowed. In giving irrevocable notice, the Borrower or the applicable Regular Subsidiary Borrower shall designate, at its option, one or two Swing Line Lenders to make one or more Swing Line Loans in the relevant currency. Upon such notice, the Administrative Agent shall promptly notify each applicable Swing Line Lender thereof. Each Swing Line Lender which has been designated by the Borrower or the applicable Regular Subsidiary Borrower in its irrevocable notice shall make the amount of its ratable share of each borrowing in the currency requested available to the Borrower identified or applicable Regular Subsidiary Borrower in such notice at an office of the Swing Line Lender manner directed by crediting the account of such Borrower at such office with such proceeds in DollarsAdministrative Agent on the requested Borrowing Date. (b) The Swing Line Lender, Lenders or any of them at any time and in their or its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower or applicable Regular Subsidiary Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender Lenders to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving LenderCredit Lender under the applicable Revolving Facility, including the each Swing Line Lender, with respect to all other Swing Line Loans, to make a Revolving Credit Loan as an ABR Loan under such Revolving Facility, in the currency of the Swing Line Loan(s) made by such Swing Line Lender(s) in an amount equal to such Lender’s 's Revolving Commitment Percentage under such Revolving Facility of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 . Unless any of the Borrower to prepay Swing Line Loans events described in accordance with the provisions paragraph (f) of subsection 3.4(d). Unless the Revolving Commitments Section 8 shall have expired or terminated occurred (in which event the procedures of paragraph (dc) of this subsection 2.8 2.6 shall apply), each Revolving Credit Lender hereby agrees to shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender Lenders, at the office of the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. 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 Commitments Credit Loan pursuant to paragraph (b) of subsection 2.6, one of the events described in paragraph (f) of Section 8 shall expire or terminate at any time while Swing Line Loans are outstandinghave occurred, each Revolving Credit Lender shallunder the applicable Revolving Facility hereby agrees to and will, at on the option of the Swing Line Lenderdate such Revolving Credit Loan was to have been made, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such each Refunded Swing Line Loans, in either case Loan in an amount equal to its Revolving Percentage under such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount Facility of such Refunded Swing Line Loans; provided that, in the event that any Mandatory Loan. Such Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Credit Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available transfer to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line LenderLenders, in immediately available fundsfunds denominated in Dollars, the Dollar Equivalent (if applicable) of the amount of its participation and participations and, upon its receipt thereof the of its ratable share thereof, each 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. On such date, any Swing Line Loans not denominated in Dollars shall, without any further action or notice being required, be converted to and become denominated in Dollars in an amount equal to the Dollar Equivalent of the amount thereof on such date. (d) Whenever, at any time after the any Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s 's participating interest in a Refunded Swing Line Loan, the Loan and such Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute to such payment on Revolving Credit Lender through the next succeeding Business Day Administrative Agent its participating interest in such Dollar Equivalent 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 funds denominated in Dollars; provided, however, that in the event that such payment received by the such Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the such Swing Line Lender through the Administrative Agent any portion thereof previously distributed by the such Swing Line Lender to it. (e) Each Revolving Lender’s obligation it in like funds as such payment is required to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) shall be absolute and unconditional and shall not be affected returned by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, 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 Initial Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided 10,000,000, PROVIDED that at no time may the sum of the then outstanding Revolving Credit Loans, Swing Line Loans, Revolving Loans and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 2.19 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. Swing Line Loans may not be prepaid without the consent of the Swing Line Lender. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Negotiated Rate Loans and shall not be entitled to be converted into Eurocurrency Eurodollar Loans or ABR Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. 12:00 Noon, New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an the office of the Swing Line Lender by crediting the account of such the Borrower at such office with such proceeds in Dollars. Each Negotiated Rate Loan shall mature and be payable at the end of the Interest Period applicable thereto. (b) The Swing Line Loans shall, if requested by the Swing Line Lender, be evidenced by a promissory note of the Borrower substantially in the form of Exhibit C, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "SWING LINE NOTE"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 2.19 (a) 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 its internal books and records and/or on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation on such schedule 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 the obligations of the Borrower under this Agreement or the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with subsection 2.10. (c) The Swing Line Lender, at any time in its sole and absolute discretion, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, Lender to make a Revolving Loan as an ABR Credit Loan in an amount equal to such Lender’s 's Revolving Credit Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”"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 3.4(d). Unless the Revolving Credit Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 2.19 shall apply), each Revolving Lender hereby agrees to will make the proceeds of its the Revolving Credit Loan made by it 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 Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender's Revolving Lender’s Revolving Credit Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments Credit Commitments) of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Credit Loan made by it 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 Office 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 and in Dollarsterminate. 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 Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c)paragraph, each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation participation, and upon receipt thereof the Swing Line Lender will deliver to any such Revolving Lender that so requests a confirmation of such Lender's undivided participating interest in the Swing Line Loan Participation Certificate Loans dated the date of receipt of such funds and in such amount. (de) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s 's participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute to such payment on the next succeeding Business Day Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s 's participating interest was outstanding and funded); providedPROVIDED, howeverHOWEVER, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereofhereof (including, without limitation, Section 2.23(d)), and provided no Default or Event of Default shall have occurred and be continuing, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (individually, a “Swing Line Loan”; , and collectively, the “Swing Line Loans”) available to the Borrower from time to time during the Initial Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million25,000,000; provided that at no time may that, the sum of the then outstanding Swing Line LoansLender shall have no obligation to and shall not issue any Swing Line Loan if, after giving effect to such issuance, the Outstanding Revolving Loans and L/C Obligations Extensions of Credit of all Lenders would exceed the Revolving Credit Commitments of all Lenders then in effect. Amounts borrowed by the Borrower under this subsection 2.8 Section 2.5 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. Each Swing Line Borrowing shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion)2:30 p.m., on the requested Borrowing Date) specifying the Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which . Each such notice given by means other than written notice shall be promptly confirmed in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereofwriting by the Borrower. The proceeds of the each Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such the Borrower at such office with such proceeds in Dollarsproceeds. (b) The Swing Line Lender, Lender at any time in its sole and absolute discretion, may, and, at any time as there shall be and on each Monday (or if such day is not a Swing Line Loan outstanding for more than seven Business DaysDay, the Swing Line Lender next Business Day) shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf)) request prior to 12:00 p.m., request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Credit Loan in an amount equal to such Lender’s Revolving Commitment Applicable Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 . Unless any of the Borrower to prepay Swing Line Loans events described in accordance with the provisions of subsection 3.4(d). Unless the Revolving Commitments Section 8.1(f) shall have expired or terminated occurred (in which event the procedures of paragraph (dc) of this subsection 2.8 Section 2.5 shall apply), each Revolving Lender hereby agrees to shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office prior to 12:00 Noon, New York City time, 2:30 p.m. in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Each Revolving Credit Loan made pursuant to this Section 2.5(b) shall be an ABR Loan. (c) If prior to the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination making of the Revolving CommitmentsCredit Loans pursuant to Section 2.5(b) one of the events described in Section 8.1(f) shall have occurred, make a each Lender will on the date such Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) Credit Loans were to have been made, purchase an undivided participating interest in such the Refunded Swing Line Loans, in either case Loan in an amount equal to such Revolving Lender’s Revolving Commitment its Applicable Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Refunded Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR LoansLoan. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver grant to such Revolving Lender a Swing Line Loan Participation Certificate dated participation as of the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Refunded Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute to such payment on the next succeeding Business Day Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect pursuant to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) this Section 2.5 shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that which such Revolving Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person anyone else 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 other Loan Party Borrower or any other Lender; or (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, JPMorgan Chase Bank, N.A. (in such capacity, the “Swing Line Lender may, in its sole discretion, Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to the Borrower from time to time on any Business Day during the Initial Revolving period from the Closing Date to the Commitment Period Termination Date of the Swing Line Lender in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; the Swing Line Commitment, provided that at no time may the sum aggregate principal amount of the then outstanding Total Extensions of Credit exceed the aggregate amount of the Commitments. During the Commitment Period, the Borrower may use the Swing Line Commitments by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans may from time to time be (i) ABR Loans, Revolving (ii) ASK Rate Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed or (iii) a combination thereof, as determined by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made and notified to the Borrower shall be made Administrative Agent in Dollars as ABR Loans accordance herewith and shall not be entitled to be converted into Eurocurrency Eurodollar Loans or Reference Rate Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable written notice (which notice must be received by the such Swing Line Lender and Administrative Agent prior to 2:00 P.M. (x) 3:00 P.M., New York City time time, in the case of ABR Loans and (or such later time as may be agreed by y) 2:00 P.M., New York City time, in the Swing Line Lender in its reasonable discretioncase of ASK Rate Loans), on the requested Borrowing Date specifying (1) the identity of the Borrower Type and (2) the amount of the requested Swing Line Loan, Loan which shall be in a minimum amount of $100,000 500,000 or whole multiples of $50,000 100,000 in excess thereof. The proceeds of the all such Swing Line Loan Loans will then be made available by the Swing Line Lender to the Borrower identified in such notice at an office of by the Swing Line Lender by crediting the account of the Borrower on the books of the Swing Line Lender, or such other account of the Borrower at such office with such proceeds in Dollarsas shall have been designated by the Borrower to the Swing Line Lender. (bc) 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 on the earlier of (x) the Commitment Termination Date and (y) the 14th Business Day after such Swing Line Loan was made (or such earlier date on which the Swing Line Loans become due and payable pursuant to Article 7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Swing Line Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.9. (i) The Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to the Swing Line Lender resulting from each Swing Line Loan from time to time, including the amounts of principal and interest payable and paid to the Swing Line Lender from time to time under this Agreement. (ii) The Administrative Agent shall maintain the Register pursuant to Section 9.6(d), and a subaccount therein for the Swing Line Lender, at in which shall be recorded (i) the amount of each Swing Line Loan made hereunder and the Type thereof, (ii) the amount of any time principal or interest due and payable or to become due and payable from the Borrower to the Swing Line Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower for the account of the Swing Line Lender. (iii) The entries made in the Register and the account of the Swing Line Lender maintained pursuant to Section 2.19(b)(ii) shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Swing Line Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Swing Line Loans made the Borrower by the Swing Line Lender in accordance with the terms of this Agreement. (iv) The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, the Borrower will execute and deliver to the Swing Line Lender a promissory note of 44 the Borrower evidencing the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (a “Swing Line Note”). (d) The Swing Line Lender in its sole and absolute discretion, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven 10 Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender (provided that such request shall be deemed to have been automatically made upon in accordance with the occurrence of an Event of Default notice provisions under subsection 8.1(fSection 2.3)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Credit Loan as that is a Eurodollar Loan with an ABR Loan Interest Period of one month in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that prior to making any such request to the Lenders to make such a Revolving Credit Loan, the Swing Line Lender shall have given the Borrower one Business Day’s notice of its intent to make such request; and provided further the provisions of this subsection Section 2.19 shall not affect the obligations of the Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d)this Agreement. Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph clauses (d) or (e) of this subsection 2.8 Section 2.19 shall apply), each Revolving Lender hereby agrees to will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office prior to 12:00 NoonP.M., New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply in accordance with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time2.3. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (ce) If Except as otherwise provided in Section 2.19(e), if the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, the expiration or termination of the Revolving Commitments Commitments, of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving 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 Office prior to 12:00 Noon2:00 P.M., New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and terminate; provided, however, in Dollarsthe event that the Lenders do not receive notice of such termination before 12:00 P.M., New York City time on such date such proceeds shall be made available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent, in immediately available funds, prior to 12:00 P.M., New York City time, on the immediately succeeding Business Day. 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 Commitments. (f) If prior to the time a Revolving Commitments. In Credit Loan would have otherwise been made pursuant to Section 2.19(c), one of the event that events described in clause (f) of Article 7 shall have occurred and be continuing with respect to the Borrower, each Lender shall, on the date such Revolving Lenders purchase undivided participating interests Credit Loan was to have been made pursuant to the first sentence of this paragraph (cnotice referred to in Section 2.19(d), each Revolving Lender shall immediately transfer purchase for cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (i) such Lender, in immediately available funds, ’s Commitment Percentage times (ii) the sum of the aggregate principal amount of its participation and upon receipt thereof the Swing Line Lender will deliver Loans then outstanding that were to have been repaid with such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountCredit Loans. (dg) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line LoanParticipation Amount, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwiseLoans, the Swing Line Lender will distribute to such payment on the next succeeding Business Day Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and fundedfunded and, in the case of principal and interest payments, to reflect such Lender’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); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender to itLender. (eh) Each Revolving Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.19(c) and Section 2.19(d) and to purchase participating interests with respect pursuant to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(dSection 2.19(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Revolving 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; Default or the failure to satisfy any of the other conditions specified in Article 4, (iii) any adverse change in the condition (financial or otherwise) of the Borrower; , (iv) any breach of this Agreement or any other Loan Document Note by the Borrower, any other Loan Party Guarantor or any other Lender; Lender or (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") to each of the Borrower Borrowers from time to time during the Initial Revolving Commitment Period in an aggregate principal amount as to all of the Borrowers at any one time outstanding not to exceed $25.0 million; 20,000,000, provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans (including, without limitation, in the case of Revolving Credit Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof) and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by any of the Borrower Borrowers under this subsection 2.8 2.5 may be repaid and, through until but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Parent Borrower (on behalf of itself or such other Borrower, as the case may be) shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. 12:30 P.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, Loan which shall be in a minimum amount of $100,000 or and whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an the office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to upon by the terms Borrower or applicable Subsidiary Borrower and conditions hereofthe relevant Swing Line Lender. In giving irrevocable notice, the Borrower or the applicable Subsidiary Borrower shall designate, at its option, one or two Swing Line Lenders to make one or more Swing Line Loans in the relevant currency. Upon such notice, the Administrative Agent shall promptly notify each applicable Swing Line Lender may, thereof. Each Swing Line Lender which has been designated by the Borrower or the applicable Subsidiary Borrower in its sole discretion, irrevocable notice shall make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) amount of its pro rata share of each borrowing in the currency requested available to the Borrower from time to time during or applicable Subsidiary Borrower in the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed manner directed by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in DollarsDate. (b) The Swing Line Lender, Lenders or any of them at any time and in their or its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower or applicable Subsidiary Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender Lenders to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Credit Lender that is an Eligible U.K. Bank, Eligible Canadian Bank, Eligible Dutch Bank, Eligible Belgian Bank or Eligible Australian Bank, with respect to Swing Line Loans made to Subsidiary Borrowers which are resident for taxation purposes in the United Kingdom, Canada, the Netherlands, Belgium or Australia, respectively, or each Revolving Credit Lender, including the each Swing Line Lender, with respect to all other Swing Line Loans, to make a Revolving Loan as an ABR Credit Loan in the currency of the Swing Line Loan(s) made by such Swing Line Lender(s) an amount equal to such Lender’s 's Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 . Unless any of the Borrower to prepay Swing Line Loans events described in accordance with the provisions paragraph (f) of subsection 3.4(d). Unless the Revolving Commitments Section 8 shall have expired or terminated occurred (in which event the procedures of paragraph (dc) of this subsection 2.8 2.6 shall apply), each Revolving Credit Lender hereby agrees to shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender Lenders, at the office of the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the any Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s 's participating interest in a Refunded Swing Line Loan, the Loan and such Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute to such payment on Revolving Credit Lender through the next succeeding Business Day Administrative Agent its participating interest in such Dollar Equivalent 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 funds denominated in Dollars; provided, however, that in the event that such payment received by the such Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the such Swing Line Lender through the Administrative Agent any portion thereof previously distributed by the such Swing Line Lender to it. (e) Each Revolving Lender’s obligation it in like funds as such payment is required to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) shall be absolute and unconditional and shall not be affected returned by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, 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 Initial Revolving Commitment Period (i) to any U.S. Borrower in an aggregate principal amount at any one time outstanding not to exceed $25.0 million75,000,000 and (ii) to the Canadian Borrower in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $15,000,000; provided that at no time may the sum of the then outstanding Swing Line LoansLender shall not make any Swing Line Loans if, Revolving Loans and L/C Obligations after doing so, the Aggregate Tranche A Lender Exposure would exceed the Revolving Commitments then Aggregate Tranche A Commitment or the Aggregate Tranche A Credit Extensions would exceed the applicable limitation set forth in effectsubsection 2.1(a)(i)(B) and, with respect to the Canadian Borrower, subsection 2.1(a)(ii). Amounts borrowed by the any Borrower under this subsection 2.8 2.4 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans (x) made to the any U.S. Borrower shall be made in Dollars as ABR Loans and (y) made to the Canadian Borrower shall be made in Canadian Dollars or in Dollars as ABR Loans. Swing Line Loans shall not be entitled to be converted into Eurocurrency Loans or BA Equivalent Loans. The In the case of Swing Line Loans, the Borrower Representative (on behalf of any Borrower) shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to (x) in the case of Swing Line Loans made to any U.S. Borrower, 2:00 P.M. P.M., New York City time and (or such later time as may be agreed by y) in the case of Swing Line Lender in its reasonable discretion)Loans made to the Canadian Borrower, 1:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 100,000.00 or whole multiples of $50,000 50,000.00 in excess thereof (or, in the case of Swing Line Loans denominated in Canadian Dollars, a minimum amount of Cdn$100,000.00 or whole multiples of Cdn$50,000.00 in excess thereof). The In each case, the proceeds of the Swing Line Loan will be made available by the applicable Swing Line Lender to the Borrower identified in such notice at an office of the applicable Swing Line Lender by crediting wire transfer to the account of such Borrower at specified in such office with such proceeds in Dollarsnotice. (b) The Each of the Borrowers agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Restatement Effective Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit I-2, 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 Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. (c) Each Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven five Business Days, the each Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the applicable Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f9(f)) ), each Revolving Tranche A Lender, including the Swing Line Lender, to make a Tranche A Revolving Credit Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Tranche A Lender’s Revolving Tranche A Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this subsection 2.4(c) shall not affect the obligations of the any Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d4.4(b). Unless the Revolving Tranche A Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 2.4 shall apply), each Revolving Tranche A Lender hereby agrees to make the proceeds of its Tranche A Revolving Credit Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Tranche A Commitment of such, or any other, Tranche A Lender at such time. The proceeds of such Tranche A Revolving Credit Loans (including, any Eurocurrency Loan and any BA Equivalent Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the Revolving Tranche A Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Tranche A Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (iA) notwithstanding the expiration or termination of the Revolving Tranche A Commitments, make a Tranche A Revolving Credit Loan as an ABR Loan (which Tranche A Revolving Credit Loan shall be deemed a “Tranche A Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (iiB) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Tranche A Lender’s Revolving Tranche A Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Tranche A Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the any Borrower), then each Revolving Tranche A Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the such Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Tranche A Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Tranche A Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Tranche A Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Tranche A Revolving Credit Loans made as ABR Loans. In the event that the Tranche A Commitments shall expire or terminate in part (and not in full) at any time while Swing Line Loans are outstanding, the applicable Borrower shall repay Swing Line Loans in the amount by which the outstanding Swing Line Loans exceed the continuing Tranche A Commitments; and in the event that such Borrower fails to do so, the obligations of each Tranche A Lender pursuant to the prior sentence shall apply with respect to such Lender’s Tranche A Commitment Percentage (calculated immediately prior to such expiration or termination) of the amount by which the outstanding Swing Line Loans in excess of the continuing Tranche A Commitments not so repaid. Each Revolving Tranche A Lender will make the proceeds of any Tranche A 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 Office 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 Tranche A Commitments expire or terminate and in Dollarsthe currency in which such Swing Line Loans were made. The proceeds of such Tranche A Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Tranche A Commitments. In the event that the Revolving Tranche A Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (cd), each Revolving Tranche A Lender shall immediately transfer to the Swing Line Lender, in immediately available fundsfunds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will execute and deliver to such Revolving Tranche A Lender a Swing Line Loan Participation Certificate certificate substantially in the form of Exhibit H with appropriate insertions as required by such certificate dated the date of receipt of such funds and in such amountamount (each such certificate, as amended, supplemented, replaced or otherwise modified from time to time, a “Swing Line Loan Participation Certificate”). (de) Whenever, at any time after the Swing Line Lender has received from any Revolving Tranche A Lender such Revolving Tranche A Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the any Borrower in respect of such Swing Line Loan or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Tranche A Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Tranche A Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (ef) Each Revolving Tranche A Lender’s obligation to make the Tranche A Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c2.4(c) and 2.8(d2.4(d) 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 Revolving Tranche A Lender or any of the Borrower Borrowers may have against the Swing Line Lender, any of the Borrower Borrowers 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 condition (financial or otherwise) of any of the BorrowerBorrowers; (iv) any breach of this Agreement or any other Loan Document by any of the BorrowerBorrowers, any other Loan Party or any other Tranche A Lender; (v) any inability of any of the Borrower Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Tranche A Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) (i) to the Parent Borrower from time to time during the Initial Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; 10,000,000 and (ii) to Pickfords (to the extent its status as a Foreign Subsidiary Borrower is effective) from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which does not exceed $5,000,000, provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans (including, without limitation, in the case of Revolving Credit Loans and Swing Line Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof), Permitted Receivables Transaction Prepayment Amount and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by the any Borrower under this subsection 2.8 2.4 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the Parent Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans or Swing Line Foreign Currency Loans. All Swing Line Loans made to Pickfords shall be made in any Designated Foreign Currency selected by Pickfords, shall be Swing Line Foreign Currency Loans and shall not be entitled to be converted into Eurocurrency Loans or ABR Loans. The Parent Borrower (on behalf of itself or Pickfords, as the case may be) shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. (x) 12:00 Noon, New York City time (or such later time as may be agreed by time, in the case of any Swing Line Lender Loan to the Parent Borrower, and (y) 11:00 A.M., London time, in its reasonable discretion), the case of any Swing Line Loan to Pickfords) on the requested Borrowing Date specifying (1) the identity of the Borrower, (2) if the Borrower is Pickfords, the Designated Foreign Currency of such Swing Line Loan and the Interest Period to be applicable thereto, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”, and (23) the amount of the requested Swing Line Loan, which shall be in a minimum amount of (or, in the case of Swing Line Loans to Pickfords, the Dollar Equivalent of the principal amount thereof shall be in an amount equal to) $100,000 500,000 or whole multiples of $50,000 100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in DollarsDollars (in the case of the Parent Borrower) or in the Designated Foreign Currency specified in such notice (in the case of Pickfords). (b) Each of the Parent Borrower and Pickfords agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such 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 and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) 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, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which such Swing Line Loan shall be been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Credit Lender, including the Swing Line Lender, (i) with respect to all of the Swing Line Loans to the Parent Borrower, to make a Revolving Credit Loan as an ABR Loan in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the principal amount of all such Swing Line Loans made and (ii) with respect to all of the Swing Line Loans to Pickfords in Dollars (any Designated Foreign Currency, to make a “Mandatory Revolving Eurocurrency Loan Borrowing”) in such Designated Foreign Currency and having an Interest Period of one month in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the principal amount of all of the such Swing Line Loans (collectively, 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 Parent Borrower or Pickfords to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d4.4(d). Unless the Revolving Credit Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 2.4 shall apply), each Revolving Credit Lender hereby agrees to will make the proceeds of its Revolving Credit Loan or Eurocurrency Loan, as applicable, available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Credit Loans or Eurocurrency Loans, as applicable, shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the 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, Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an ABR Loan or, in the case of Swing Line Foreign Currency Loans, as a Eurocurrency Loan having an Interest Period of one month (which Revolving Credit Loan shall in each case be deemed a “Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR 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 Office 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 and in Dollarsthe currency in which such Swing Line Loans were made. 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 (cd), each Revolving Credit Lender shall immediately transfer to the Swing Line Lender, in immediately available fundsfunds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof 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 the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Parent Borrower or Pickfords in respect of such Swing Line Loan or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time (or, in the case of Swing Line Foreign Currency Loans, London time), on a Business Day, distribute to such Revolving Credit Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (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); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (ef) Each Revolving Credit Lender’s obligation to make the Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c2.4(c) and 2.8(d2.4(d) 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 that such Revolving Credit Lender or any of the Borrower Borrowers may have against the Swing Line Lender, the Borrower Borrowers 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 condition (financial or otherwise) of any of the BorrowerBorrowers; (iv) any breach of this Agreement or any other Loan Document by any of the BorrowerBorrowers, Holding, any other Loan Party or any other Revolving Credit Lender; (v) any inability of any of the Borrower Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, 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 Initial Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided 20,000,000, PROVIDED that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 2.4 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Eurodollar Loans. The Borrower (on behalf of itself or such other Borrower, as the case may be) shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. 12:00 Noon, New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1i) the identity of the Borrower and (2ii) the amount of the requested Swing Line Loan, Loan which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an the office of the Swing Line Lender by crediting the account of such the Borrower at such office with such proceeds in Dollars. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to The Swing Line Bank shall, on the terms and subject to the conditions hereof, the Swing Line Lender may, in its sole discretionhereinafter set forth (including Section 4.3), make swing line loans one or more advances (individually, each such advance being a “Swing Line Loan”; collectively, the “Swing Line Loans”"SWING LINE LOAN") to the any Floor Plan Borrower from time to time on any Business Day during the Initial Revolving Commitment Period period from the Closing Date to the Maturity Date in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided that at no any time may the sum of the then outstanding (not including Swing Line Overdraft Loans, Revolving Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the aggregate amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender Commitment as such amount may change from time to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollarstime. (b) The Swing Line Lender, Bank may on the terms and subject to the conditions hereinafter set forth (including Section 4.3) make one or more Swing Line Loans to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time in its sole and absolute discretion, may, and, at any time as there shall be a (not including Swing Line Loan outstanding for more than seven Business Days, Overdraft Loans) the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the aggregate amount of the Mandatory Revolving Floor Plan Loan Borrowing may not comply with Commitments of all the minimum amount for Revolving Loans otherwise required hereunderLenders; provided, (ii) whether any conditions specified in Section 5 are then satisfiedhowever, (iii) whether a Default or an Event that after giving effect to all Borrowings of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined Floor Plan Loans and all Floor Plan Loans requested on any date, the date of, and immediately prior to, expiration or termination of the Revolving Commitments sum of the aggregate principal amount of such all outstanding Floor Plan Loans and Swing Line Loans (but excluding Swing Line Overdraft Loans; provided that) shall not exceed the aggregate amount of the then applicable aggregate Floor Plan Loan Commitments. (c) Unless otherwise refinanced pursuant to Section 4.5, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above all Swing Line Loans (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Overdraft Loans) shall be evidenced by the Swing Line Loans as shall Note, under which advances, repayments and readvances may be necessary made, subject to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) the terms and conditions of this Agreement and all interest payable on the other Swing Line Loans shall be for the account of the due and payable on each Floor Plan Adjustment Date. Each Swing Line Lender until the date as of which the respective participation Loan that is required to be purchased and, to the extent attributable to the purchased participation, a Eurodollar Loan shall be payable to the participant from mature and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount thereof shall be due and payable by the applicable Floor Plan Borrower, as the case may be, on the last day of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise Interest Period applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitmentsthereto. In the no event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender whatsoever shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a any outstanding Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Wheneverbe deemed to reduce, at modify or affect any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s 's obligation to make the Revolving Floor Plan Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 based upon its Pro Rata Share of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Floor Plan Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingCommitments.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the any Borrower from time to time during the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 50.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Tranche A Loans and L/C Obligations exceed the Revolving lesser of the Tranche A Commitments then in effecteffect and the Tranche A Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered). Amounts borrowed by the any Borrower under this subsection 2.8 2.4 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the any Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower Representative (on behalf of any Borrower) shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. 3:00 P.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, 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 such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity 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, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f9.1(f)) each Revolving Tranche A Lender, including the Swing Line Lender, to make a Revolving Tranche A Loan as an ABR Loan in an amount equal to such Lender’s Revolving Tranche A Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (( a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Tranche A Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 any Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d4.4(b). Unless the Revolving Tranche A Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 2.4 shall apply), each Revolving Tranche A Lender hereby agrees to make the proceeds of its Revolving Tranche A Loan (including, without limitation, any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Tranche A Commitment of such, or any other, Tranche A Lender at such time. The proceeds of such Revolving Tranche A Loans (including, without limitation, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the Revolving Tranche A Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Tranche A Commitments, make a Revolving Tranche A Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Tranche A Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Tranche A Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including including, without limitation, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the any Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the such Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Tranche A Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Tranche A Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Tranche A Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Tranche A Loans made as ABR Loans. Each Revolving Tranche A Lender will make the proceeds of any Revolving Tranche A 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 Office 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 Commitments expire or terminate and in Dollarsterminate. The proceeds of such Revolving Tranche A Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Tranche A Commitments. In the event that the Revolving Tranche A Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (cd), each Revolving Tranche A Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Tranche A 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 the Swing Line Lender has received from any Revolving Tranche A Lender such Revolving Tranche A Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the any Borrower in respect of such Swing Line Loan or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Tranche A Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (ef) Each Revolving Tranche A Lender’s obligation to make the Revolving Tranche A Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c2.4(c) and 2.8(d2.4(d) 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 that such Revolving Tranche A Lender or any of the Borrower Borrowers may have against the Swing Line Lender, any of the Borrower Borrowers 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 condition (financial or otherwise) of any of the BorrowerBorrowers; (iv) any breach of this Agreement or any other Loan Document by any of the BorrowerBorrowers, any other Loan Party or any other Lender; (v) any inability of any of the Borrower Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Tranche A Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, JPMorgan Chase Bank, N.A. (in such capacity, the “Swing Line Lender may, in its sole discretion, Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to the Borrower from time to time on any Business Day during the Initial Revolving period from the Availability Date to the Commitment Period Termination Date of the Swing Line Lender in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; the Swing Line Commitment, provided that at no time may the sum aggregate principal amount of the then outstanding Total Extensions of Credit exceed the aggregate amount of the Commitments. During the Commitment Period, the Borrower may use the Swing Line Commitments by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans may from time to time be (i) ABR Loans, Revolving (ii) ASK Rate Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed or (iii) a combination thereof, as determined by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made and notified to the Borrower shall be made Administrative Agent in Dollars as ABR Loans accordance herewith and shall not be entitled to be converted into Eurocurrency Eurodollar Loans or Reference Rate Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable written notice (which notice must be received by the such Swing Line Lender and Administrative Agent prior to 2:00 P.M. (x) 3:00 P.M., New York City time time, in the case of ABR Loans and (or such later time as may be agreed by y) 2:00 P.M., New York City time, in the Swing Line Lender in its reasonable discretioncase of ASK Rate Loans), on the requested Borrowing Date specifying (1) the identity of the Borrower Type and (2) the amount of the requested Swing Line Loan, Loan which shall be in a minimum amount of $100,000 500,000 or whole multiples of $50,000 100,000 in excess thereof. The proceeds of the all such Swing Line Loan Loans will then be made available by the Swing Line Lender to the Borrower identified in such notice at an office of by the Swing Line Lender by crediting the account of the Borrower on the books of the Swing Line Lender, or such other account of the Borrower at such office with such proceeds in Dollarsas shall have been designated by the Borrower to the Swing Line Lender. (bi) 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 on the earlier of (x) the Commitment Termination Date and (y) the 14th Business Day after such Swing Line Loan was made (or such earlier date on which the Swing Line Loans become due and payable pursuant to Article 7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Swing Line Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.9. (ii) The Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to the Swing Line Lender resulting from each Swing Line Loan from time to time, including the amounts of principal and interest payable and paid to the Swing Line Lender from time to time under this Agreement. (iii) The Administrative Agent shall maintain the Register pursuant to Section 9.6(d), and a subaccount therein for the Swing Line Lender, at in which shall be recorded (i) the amount of each Swing Line Loan made hereunder and the Type thereof, (ii) the amount of any time principal or interest due and payable or to become due and payable from the Borrower to the Swing Line Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower for the account of the Swing Line Lender. (iv) The entries made in the Register and the account of the Swing Line Lender maintained pursuant to Section 2.19(b)(ii) shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Swing Line Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Swing Line Loans made the Borrower by the Swing Line Lender in accordance with the terms of this Agreement. (v) The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, the Borrower will execute and deliver to the Swing Line Lender a promissory note of the Borrower evidencing the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (a “Swing Line Note”). (c) The Swing Line Lender in its sole and absolute discretion, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven 10 Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender (provided that such request shall be deemed to have been automatically made upon in accordance with the occurrence of an Event of Default notice provisions under subsection 8.1(fSection 2.3)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Credit Loan as that is a Eurodollar Loan with an ABR Loan Interest Period of one month in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that prior to making any such request to the Lenders to make such a Revolving Credit Loan, the Swing Line Lender shall have given the Borrower one Business Day’s notice of its intent to make such request; and provided further the provisions of this subsection Section 2.19 shall not affect the obligations of the Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d)this Agreement. Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph clauses (d) or (e) of this subsection 2.8 Section 2.19 shall apply), each Revolving Lender hereby agrees to will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office prior to 12:00 NoonP.M., New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply in accordance with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time2.3. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If Except as otherwise provided in Section 2.19(e), if the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, the expiration or termination of the Revolving Commitments Commitments, of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving 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 Office prior to 12:00 Noon2:00 P.M., New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and terminate; provided, however, in Dollarsthe event that the Lenders do not receive notice of such termination before 12:00 P.M., New York City time on such date such proceeds shall be made available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent, in immediately available funds, prior to 12:00 P.M., New York City time, on the immediately succeeding Business Day. 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 Commitments. (e) If prior to the time a Revolving Commitments. In Credit Loan would have otherwise been made pursuant to Section 2.19(c), one of the event that events described in clause (f) of Article 7 shall have occurred and be continuing with respect to the Borrower, each Lender shall, on the date such Revolving Lenders purchase undivided participating interests Credit Loan was to have been made pursuant to the first sentence of this paragraph (cnotice referred to in Section 2.19(d), each Revolving Lender shall immediately transfer purchase for cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (i) such Lender, in immediately available funds, ’s Commitment Percentage times (ii) the sum of the aggregate principal amount of its participation and upon receipt thereof the Swing Line Lender will deliver Loans then outstanding that were to have been repaid with such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountCredit Loans. (df) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line LoanParticipation Amount, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwiseLoans, the Swing Line Lender will distribute to such payment on the next succeeding Business Day Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and fundedfunded and, in the case of principal and interest payments, to reflect such Lender’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); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender to itLender. (eg) Each Revolving Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.19(c) and Section 2.19(d) and to purchase participating interests with respect pursuant to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(dSection 2.19(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Revolving 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; Default or the failure to satisfy any of the other conditions specified in Article 4, (iii) any adverse change in the condition (financial or otherwise) of the Borrower; , (iv) any breach of this Agreement or any other Loan Document Note by the Borrower, any other Loan Party Guarantor or any other Lender; Lender or (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, JPMorgan Chase Bank, N.A. (in such capacity, the “Swing Line Lender may, in its sole discretion, Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to the Borrower from time to time on any Business Day during the Initial Revolving period from the Closing Date to the Commitment Period Termination Date of the Swing Line Lender in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; the Swing Line Commitment, provided that at no time may the sum aggregate principal amount of the then outstanding Total Extensions of Credit exceed the aggregate amount of the Commitments. During the Commitment Period, the Borrower may use the Swing Line Commitments by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans may from time to time be (i) ABR Loans, Revolving (ii) ASK Rate Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed or (iii) a combination thereof, as determined by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made and notified to the Borrower shall be made Administrative Agent in Dollars as ABR Loans accordance herewith and shall not be entitled to be converted into Eurocurrency Loans or Reference Rate Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable written notice (which notice must be received by the such Swing Line Lender and Administrative Agent prior to 2:00 P.M. (x) 3:00 P.M., New York City time time, in the case of ABR Loans and (or such later time as may be agreed by y) 2:00 P.M., New York City time, in the Swing Line Lender in its reasonable discretioncase of ASK Rate Loans), on the requested Borrowing Date specifying (1) the identity of the Borrower Type and (2) the amount of the requested Swing Line Loan, Loan which shall be in a minimum amount of $100,000 5,000,000 or whole multiples of $50,000 1,000,000 in excess thereof. The proceeds of the all such Swing Line Loan Loans will then be made available by the Swing Line Lender to the Borrower identified in such notice at an office of by the Swing Line Lender by crediting the account of the Borrower on the books of the Swing Line Lender, or such other account of the Borrower at such office with such proceeds in Dollarsas shall have been designated by the Borrower to the Swing Line Lender. (bi) 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 on the Commitment Termination Date (or such earlier date on which the Swing Line Loans become due and payable pursuant to Article 7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Swing Line Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.9. (ii) The Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to the Swing Line Lender resulting from each Swing Line Loan from time to time, including the amounts of principal and interest payable and paid to the Swing Line Lender from time to time under this Agreement. (iii) The Administrative Agent shall maintain the Register pursuant to Section 9.6(d), and a subaccount therein for the Swing Line Lender, at in which shall be recorded (i) the amount of each Swing Line Loan made hereunder and the Type thereof, (ii) the amount of any time principal or interest due and payable or to become due and payable from the Borrower to the Swing Line Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower for the account of the Swing Line Lender. (iv) The entries made in the Register and the account of the Swing Line Lender maintained pursuant to Section 2.19(b)(ii) shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Swing Line Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Swing Line Loans made the Borrower by the Swing Line Lender in accordance with the terms of this Agreement. (v) The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, the Borrower will execute and deliver to the Swing Line Lender a promissory note of the Borrower evidencing the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (a “Swing Line Note”). (c) The Swing Line Lender in its sole and absolute discretion, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven 10 Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender (provided that such request shall be deemed to have been automatically made upon in accordance with the occurrence of an Event of Default notice provisions under subsection 8.1(fSection 2.3)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Credit Loan as that is a Eurodollar Loan with an ABR Loan Interest Period of one month in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that prior to making any such request to the Lenders to make such a Revolving Credit Loan, the Swing Line Lender shall have given the Borrower one Business Day’s notice of its intent to make such request; and provided further the provisions of this subsection Section 2.19 shall not affect the obligations of the Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d)this Agreement. Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph clauses (d) or (e) of this subsection 2.8 Section 2.19 shall apply), each Revolving Lender hereby agrees to will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office prior to 12:00 NoonP.M., New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply in accordance with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time2.3. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If Except as otherwise provided in Section 2.19(e), if the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, the expiration or termination of the Revolving Commitments Commitments, of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving 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 Office prior to 12:00 Noon2:00 P.M., New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and terminate; provided, however, in Dollarsthe event that the Lenders do not receive notice of such termination before 12:00 P.M., New York City time on such date such proceeds shall be made available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent, in immediately available funds, prior to 12:00 P.M., New York City time, on the immediately succeeding Business Day. 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 Commitments. (e) If prior to the time a Revolving Commitments. In Credit Loan would have otherwise been made pursuant to Section 2.19(c), one of the event that events described in clause (f) of Article 7 shall have occurred and be continuing with respect to the Borrower, each Lender shall, on the date such Revolving Lenders purchase undivided participating interests Credit Loan was to have been made pursuant to the first sentence of this paragraph (cnotice referred to in Section 2.19(c), each Revolving Lender shall immediately transfer purchase for cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (i) such Lender, in immediately available funds, ’s Commitment Percentage times (ii) the sum of the aggregate principal amount of its participation and upon receipt thereof the Swing Line Lender will deliver Loans then outstanding that were to have been repaid with such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountCredit Loans. (df) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line LoanParticipation Amount, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwiseLoans, the Swing Line Lender will distribute to such payment on the next succeeding Business Day Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and fundedfunded and, in the case of principal and interest payments, to reflect such Lender’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); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender to itLender. (eg) Each Revolving Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.19(c) and Section 2.19(d) and to purchase participating interests with respect pursuant to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(dSection 2.19(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-offsetoff, counterclaim, recoupment, defense or other right that such Revolving 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; Default or the failure to satisfy any of the other conditions specified in Article 4, (iii) any adverse change in the condition (financial or otherwise) of the Borrower; , (iv) any breach of this Agreement or any other Loan Document Note by the Borrower, any other Loan Party Guarantor or any other Lender; Lender or (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to the any Borrower from time to time during the Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 170.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Loans and L/C Obligations exceed the Revolving lesser of the Commitments then in effecteffect and the Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered). Amounts borrowed by the any Borrower under this subsection 2.8 2.4 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the any Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower Representative (on behalf of any Borrower) shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. 3:00 P.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, 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 such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated as of the Closing Date, (ii) be stated to mature on the Maturity 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, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f9.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (( a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 any Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 3.4(d4.4(b). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 2.4 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan (including, without limitation, any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans (including, without limitation, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including including, without limitation, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the any Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the such Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving 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 Office 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 Commitments expire or terminate and in Dollarsterminate. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (cd), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated as of the date of receipt of such funds and in such amount. (de) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the any Borrower in respect of such Swing Line Loan or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (ef) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c2.4(c) and 2.8(d2.4(d) 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 that such Revolving Lender or any of the Borrower Borrowers may have against the Swing Line Lender, any of the Borrower Borrowers 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 condition (financial or otherwise) of any of the BorrowerBorrowers; (iv) any breach of this Agreement or any other Loan Document by any of the BorrowerBorrowers, any other Loan Party or any other Lender; (v) any inability of any of the Borrower Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereofhereof and provided no Default or Event of Default shall have occurred and be continuing, the Swing Line Lender may, in its sole discretion, JPMorgan Chase Bank agrees to make swing line loans (individually, a “"Swing Line Loan”"; collectively, the “"Swing Line Loans”") available to the Borrower from time to time during the Initial Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; 5,000,000, provided that at JPMorgan Chase Bank shall have no time may the sum of the then outstanding obligation to and shall not issue any Swing Line LoansLoan if, after giving effect to such issuance, the Available Revolving Loans and L/C Obligations exceed the Revolving Commitments then in effectCredit Commitment with respect to any Lender would be less than zero. Amounts borrowed by the Borrower under this subsection 2.8 2.5 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Eurodollar Loans. Each borrowing of Swing Line Loans shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. The Borrower shall give the Swing Line Lender and Administrative Agent JPMorgan Chase Bank irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent JPMorgan Chase Bank prior to 2:00 P.M. 12:00 Noon, New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the each Swing Line Loan will be made available by the Swing Line Lender JPMorgan Chase Bank to the Borrower identified in such notice at an the office of the Swing Line Lender JPMorgan Chase Bank specified in subsection 10.2 by crediting the account of such the Borrower at such office with such proceeds in Dollarsproceeds. (b) The Swing Line Lender, JPMorgan Chase Bank at any time in its sole and absolute discretion, may, and, at any time as there shall be and on each Monday (or if such day is not a Swing Line Loan outstanding for more than seven Business DaysDay, the Swing Line Lender next Business Day) shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender JPMorgan Chase Bank to act on its behalf), ) request prior to 12:00 Noon (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)New York City time) each Revolving Lender, including the Swing Line LenderJPMorgan Chase Bank, to make a Revolving Loan as an ABR Credit Loan in an amount equal to such Lender’s 's Revolving Commitment Credit Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 . Unless any of the Borrower to prepay Swing Line Loans events described in accordance with the provisions paragraph (f) of subsection 3.4(d). Unless the Revolving Commitments Section 8 shall have expired or terminated occurred (in which event the procedures of paragraph (dc) of this subsection 2.8 2.5 shall apply), ) each Revolving Lender hereby agrees to shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent JPMorgan Chase Bank for the account of the Swing Line Lender JPMorgan Chase Bank at the Administrative Agent Office office of JPMorgan Chase Bank specified in subsection 10.2 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Each Revolving Credit Loan made pursuant to this subsection 2.5(b) shall be an ABR Loan. (c) If prior to the making of a Revolving Commitments Credit Loan pursuant to paragraph (b) of this subsection 2.5 one of the events described in paragraph (f) of Section 8 shall expire or terminate at any time while Swing Line Loans are outstandinghave occurred, each Lender will on the date such Revolving Lender shallCredit Loan was to have been made, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such the Refunded Swing Line Loans, in either case Loan in an amount equal to such its Revolving Lender’s Revolving Commitment Credit Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Refunded Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR LoansLoan. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line LenderJPMorgan Chase Bank, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender JPMorgan Chase Bank will deliver to such Revolving Lender a Swing Line Loan Participation Certificate participation certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender JPMorgan Chase Bank has received from any Revolving Lender such Revolving Lender’s 's participating interest in a Refunded Swing Line Loan, the Swing Line Lender JPMorgan Chase Bank receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, JPMorgan Chase Bank will distribute to such Revolving Lender its pro rata share thereof prior to the end of participating interest in such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day amount (appropriately adjusted, adjusted in the case of interest payments, to reflect the period of time during which such Revolving Lender’s 's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender JPMorgan Chase Bank is required to be returned, such Revolving Lender will return to the Swing Line Lender JPMorgan Chase Bank any portion thereof previously distributed by the Swing Line Lender JPMorgan Chase Bank to it. (e) Each Revolving Lender’s 's obligation to make the Revolving Loans and to purchase participating interests with respect pursuant to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) this subsection 2.5 shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that which such Revolving Lender or the Borrower may have against the Swing Line LenderJPMorgan Chase Bank, the Borrower or any other Person anyone else 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 other Loan Party Borrower or any other Lender; or (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender may, in its sole discretion, 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 Initial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided 3,000,000, PROVIDED that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 2.4 may be repaid and, through but excluding the Initial Revolving Maturity Termination Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Eurodollar Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. 3:00 p.m., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan, Loan which shall be in an amount equal to $250,000 or a minimum amount of $100,000 or whole multiples multiple of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an the office of the Swing Line Lender by crediting the account of such the Borrower at such office with such proceeds in Dollars. (b) The Borrower agrees that, upon the request to the Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6, 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 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 4.6. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with subsection 4.6. (c) The Swing Line Lender, at any time in its sole and absolute discretion, discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Credit Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving 's Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS") outstanding on the date such notice is given; provided 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 3.4(d)4.3. Unless the Revolving Commitments shall have expired or terminated for any reason, including but not limited to, the occurrence of any of the events described in paragraph (f) of Section 9 hereto with respect to the Borrower (in which event the procedures of paragraph (d) of this subsection 2.8 2.4 shall apply), each Revolving Lender hereby agrees to will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative office of the Agent Office 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 notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such timegiven. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (cd) If the Revolving Credit Commitments shall expire or terminate (for any reason, including but not limited to the occurrence of any of the events described in paragraph (f) of Section 9 hereto with respect to the Borrower) at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Credit Loan shall be deemed a “"Revolving Credit Loan” " for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving ▇▇▇▇▇▇'s Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving 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 Administrative office of the Agent Office 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 Commitments expire or terminate and in Dollarsterminate. 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 Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (cd), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amountparticipation. (de) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s 's participating interest in a Swing Line Loan, Loan and the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute to such payment on the next succeeding Business Day Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s 's participating interest was outstanding and funded); providedPROVIDED, howeverHOWEVER, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (ef) Each Revolving Lender’s obligation Notwithstanding anything herein to make the Revolving Loans and to purchase participating interests with respect to contrary, the Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) shall be absolute and unconditional and Lender shall not be affected by obligated to make any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving 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 condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy if the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or subsection 6.2 have not similar to any of the foregoingbeen satisfied.

Swing Line Commitments. (a) Subject to The Swing Line Bank shall, on the terms and subject to the conditions hereof, the Swing Line Lender may, in its sole discretionhereinafter set forth (including Section 4.3), make swing line loans one or more advances (individually, each such advance being a “"Swing Line Loan”; collectively, the “Swing Line Loans”") to the any Floor Plan Borrower from time to time on any Business Day during the Initial Revolving Commitment Period period from the Closing Date to the Maturity Date in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided that at no any time may the sum of the then outstanding (not including Swing Line Overdraft Loans, Revolving Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, through but excluding the Initial Revolving Maturity Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Swing Line Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the aggregate amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender Commitment as such amount may change from time to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars.time; and (b) The Swing Line Lender, Bank may on the terms and subject to the conditions hereinafter set forth (including Section 4.3) make one or more Swing Line Loans to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time in its sole and absolute discretion, may, and, at any time as there shall be a (not including Swing Line Loan outstanding for more than seven Business Days, Overdraft Loans) the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, 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 3.4(d). Unless the Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 notwithstanding (i) that the aggregate amount of the Mandatory Revolving Floor Plan Loan Borrowing may not comply with Commitments of all the minimum amount for Revolving Loans otherwise required hereunderBanks; provided, (ii) whether any conditions specified in Section 5 are then satisfiedhowever, (iii) whether a Default or an Event that after giving effect to all Borrowings of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined Floor Plan Loans and all Floor Plan Loans requested on any date, the date of, and immediately prior to, expiration or termination of the Revolving Commitments sum of the aggregate principal amount of such all outstanding Floor Plan Loans and Swing Line Loans Second Amended and Restated Revolving Credit Agreement 42 (but excluding Swing Line Overdraft Loans; provided that, in ) shall not exceed the event that any Mandatory Revolving aggregate amount of the then applicable aggregate Floor Plan Loan Borrowing cannot for any reason be made on the date otherwise required above Commitments. All Swing Line Loans (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as Overdraft Loans) shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office 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 Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving 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 the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto evidenced by the Swing Line Lender)Note, or any payment under which advances, repayments and readvances may be made, subject to the terms and conditions of interest on account thereof, the this Agreement. Each Swing Line Lender willLoan shall mature and the principal amount thereof shall be due and payable by the applicable Floor Plan Borrower, if such payment is received prior to 1:00 P.M., New York City timeas the case may be, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end last day of such Business Day and otherwise, the Interest Period applicable thereto. In no event whatsoever shall any outstanding Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjustedLoan be deemed to reduce, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender modify or affect any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s Bank's obligation to make the Revolving Floor Plan Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) 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 Revolving 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 based upon its Pro Rata Share of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Floor Plan Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingCommitments.