Common use of Swing Line Loans Clause in Contracts

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 100,000 and an integral multiple of $100,00025,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such the Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a the Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender in writing made on or before 12:00 p.m. (and the Swing Line Lender agrees to make such request by the fifth noon) on a Business Day that any Swing Line Loan is outstanding)Day, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Loan Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s 's RL Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Revolving Loan Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. In the case of a Notice of Loan after the Closing Date, each Borrower and each Lender hereby authorize the Swing Line Lender at any time prior to the Facility Termination Date to make Swing Line Loans in the amount of the requested Swing Line Loan available to the Borrowers; provided, however, that (ai) By telephonic notice on the requested date of borrowing the aggregate amount of the sum of (x) the Swing Line Loans made since the last Settlement Date less the amount of collections or payments applied to the Swing Line Loans since the last Settlement Date plus (y) the amount of the requested Swing Line Loans, does not exceed 10% of the Aggregate Revolving Commitment, (ii) after giving effect to the requested Swing Line Loan, the Revolving Exposure shall not exceed the Maximum Borrowing Amount, and (iii) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Each Swing Line Loan shall be considered for all purposes hereof as a Revolving Loan hereunder and shall be subject to all the terms and conditions applicable to other Revolving Loans (except that (i) no Swing Line Loan shall be eligible to be a SOFR Loan, (ii) all payments on Swing Line Loans shall be payable to the Agent solely for the account of the Swing Line Lender, and (iii) the Borrowers must repay each Swing Line Loan in full within seven (7) days or upon demand of the Swing Line Lender), and shall be secured as an Obligation hereunder. The Swing Line Lender shall not make and shall not be obligated to make a Swing Line Loan if the Swing Line Lender has actual knowledge that one or more of the applicable conditions precedent set forth in Section 8.2 will not be satisfied on the requested funding date. The Swing Line Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 8.2 have been satisfied as of the requested borrowing date prior to making a Swing Line Loan. The Swing Line Lender shall not be obligated to make a Swing Line Loan if any Lender is at that time a Defaulting Lender, unless the Swing Line Lender has entered into agreements reasonably satisfactory to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on with the same Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on Borrowers and/or such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to eliminate the Swing Line Lender’s Percentage of Fronting Exposure with respect to the aggregate principal amount of the Refunded Swing Line Loans. Upon the making Defaulting Lender (or deemed making, in the case of after giving effect to Section 2.15(f)) arising from either the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Loan proposed or future Swing Line Lender. All interest payable with respect Loans as to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans will have potential Fronting Exposure in respect of which such Revolving Loans were made. Each Defaulting Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or to the Swing Line Lender and the Administrative Agent on or before 10:00 a.m., Los Angeles time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower on such Borrower’s behalf) may from time to time irrevocably request that a Swing Line Loans Loan be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 and an or any larger integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business 3:00 p.m., Los Angeles time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Swing Line Lender. Agent Borrower by wire transfer to the account the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and upon notice from the Swing Line Lender agrees to make Administrative Agent, unless such request by the fifth Business Day that any Swing Line Loan is outstanding)shall have been earlier repaid in full, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"); provided, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the making of such Refunded Swing Line Loan, the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. (New York 12:00 p.m., Los Angeles time) , on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loans Loan in an amount equal to the Swing Line Lender’s 's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clauseclause (b), the amount so funded shall become an outstanding obligation to each as a Revolving Loan of such Lender and shall no longer be owed to the extent to made (or deemed made, in the case of the Swing Line Lender) shall no longer constitute a portion of the applicable Swing Line Loan. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s 's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans (or purchase participations) referred to in this clause (b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Obligor; (iv) the acceleration or maturity of any Obligations Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any PersonLender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) 2:00 p.m. on a Business Day (followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a each Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time prior to the Revolving Loan Commitment Termination Date irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 100,000 and an integral multiple of $100,00050,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a either Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Lender, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's RL Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Loan Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s 's RL Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such Revolving Loan Lender's Revolving Note, if any, and shall be recorded as an outstanding obligation to each Revolving Loan of such Lender in the Register and shall no longer be owed to under the Swing Line LenderNote, if any, and the Register shall be revised to reflect that such Swing Line Loan was repaid. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any monetary Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a to Wachovia on or before 2:00 p.m., Charlotte time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender Wachovia in an aggregate minimum principal amount of $500,000 100,000 and an integral multiple of $100,00050,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Wachovia, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in this clause to the Swing Line LenderBorrower by wire transfer to the account the Borrower shall have specified in its notice therefor. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line LenderWachovia) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Wachovia, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. 2:00 p.m. (New York Charlotte time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender Wachovia the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender Wachovia to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans the Swing Line Lender Loans, Wachovia shall be deemed to have made, (in consideration of the making of the Refunded Swing Line Loans), Revolving Loans in an amount equal to the Swing Line LenderWachovia’s Percentage (determined by reference to its Revolving Loan Commitment) of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line LenderWachovia) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Revolving Loan Lender’s Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line LenderWachovia) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender Wachovia had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-offset‑off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line LenderWachovia, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a1) By telephonic notice Subject to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request)terms and conditions set forth herein, a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan in Dollars (which shall initially be funded any such Revolving Loan made by Swing Line Lender pursuant to this Section 2.22 being referred to as a Base Rate “Swing Line Loan”) to the Company from time to time during the Availability Period, in an aggregate principal amount equal to such Lender’s Percentage of at any time outstanding that will not result in (i) the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred exceeding the Swing Line Sublimit, (ii) the total Revolving Credit Exposure exceeding the Revolving Commitments, or (iii) the total Revolving Credit Exposure exceeding the Line Cap. Within the foregoing limits and subject to as the “Refunded terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans”. To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request by telephone (confirmed by facsimile). On or before 11:00 a.m. , not later than 2:00 p.m. (New York timeEastern Standard Time) on the first Business Day following receipt by each Lender day of a request to make Revolving Loans as provided in proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the preceding sentence, each Lender requested date (which shall deposit in an account specified by be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line LoansCompany. At the time the Lenders make the above referenced Revolving Loans the The Swing Line Lender shall be deemed make each Swing Line Loan available to have made, in consideration the Company by means of a credit to an account of the making of Company as specified in the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making Borrowing Request (or deemed makingas otherwise directed by the Company) (or, in the case of a Swing Line Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 2.23(5), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.17(3), by remittance to the Administrative Agent to be distributed to the Lenders) by 4:00 p.m. (Eastern Standard Time) on the requested date of such Swing Line Loan. (2) The Swing Line Lender may by written notice given to the Administrative Agent not later than noon on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Lender) Loans outstanding. Such notice shall specify the aggregate amount of any Revolving Swing Line Loans pursuant to this clausein which Lenders will participate. Promptly upon receipt of such notice, the amount so funded shall become an outstanding obligation Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swing Line Loan or Loans. Each Lender hereby absolutely and shall no longer be owed unconditionally agrees, upon receipt of notice as provided above, to pay to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed madeAdministrative Agent, in for the case account of the Swing Line Lender) , such ▇▇▇▇▇▇’s Revolving Facility Percentage of such Swing Line Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be paragraph is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Sections 2.02(4) and (i5) with respect to Loans made by such Lender (and Sections 2.02(4) and (5) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Company of any set-offparticipations in any Swing Line Loan acquired pursuant to this paragraph, counterclaim, recoupment, defense and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Company (or other right which party on behalf of the Company) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such Lender may have against amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that has made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any Obligor such payment so remitted shall be repaid to the Swing Line Lender or any Person to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason whatsoever; (ii) reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the occurrence or continuance Company of any Default; (iii) any adverse change default in the condition payment thereof. (financial 3) The Administrative Agent, on behalf of the Swing Line Lender, shall request Settlement with the Lenders on at least a weekly basis as set forth in Section 2.30(1). Settlements may occur during the existence of a Default and whether or otherwise) not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of any Obligor; (iv) the acceleration or maturity Swing Line Lender’s Swing Line Loans and, together with Swing Line Lender’s Revolving Facility Percentage of any Obligations or the termination of any Commitment after the making of any such Swing Line Loan; (v) , shall constitute Revolving Loans of such Lenders, respectively. If any breach of any Loan Document such amount is not transferred to the Administrative Agent by any PersonLender on such Settlement Date, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.02(5). (4) If a Maturity Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on such Maturity Date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such Maturity Date); or provided that, if on the occurrence of such Maturity Date (vi) any other circumstance, happening or event whatsoever, whether or not similar after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.23(11)), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant to the Extended Revolving Commitments which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the foregoingparticipations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swing Line Loans shall not be so required to be repaid in full on the Maturity Date.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) 11:00 a.m. on a Business Day (followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request, with the Swing Line Lender to be fully protected with respect to any disputes regarding telephonic notices), a any Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of the Dollar Equivalent of $500,000 2,000,000 and an integral multiple of the Dollar Equivalent of $100,0001,000,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower requesting such Loans by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a any Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Lender, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Loan Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s 's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Revolving Loan Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice During the Availability Period, subject to the terms and conditions hereof, Swing Line Lender may, from time to time in its sole discretion, agree to make Swing Line Loans to the Borrower in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Commitments exceed the Commitments then in effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Availability Period. Swing Line Lender’s Commitment shall expire on the Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Lender on or before 12:00 noon Loans and the Commitments shall be paid in full no later than such date. (New York timeb) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans in an aggregate minimum amount of $500,000 and shall not be entitled integral multiples of $100,000 in excess of that amount. (c) With respect to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Dayswhich have not been voluntarily prepaid by the Borrower pursuant to Section 2.10, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (and with a copy to the Swing Line Lender agrees to make such request by the fifth Borrower), no later than 1:00 p.m. (New York City time) at least one Business Day that any Swing Line Loan is outstanding)in advance of the proposed date of Borrowing, (A) make a Revolving Loan notice (which shall initially be funded as deemed to be a Base Rate LoanBorrowing Request given by the Borrower) requesting that each Lender holding a Commitment make Revolving Loans that are ABR Loans to the Borrower on such date in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”)) outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. On or before 11:00 a.m. Anything contained in this Agreement to the contrary notwithstanding, (New York timei) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by the Administrative Agent to Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the first Business Day following receipt by each Lender day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a request Revolving Loan made by Swing Line Lender to make the Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans as provided in to the preceding sentence, each Lender Borrower and shall deposit in an account specified be due under the Revolving Loan Note issued by the Borrower to Swing Line Lender. The Borrower hereby authorizes the Administrative Agent and Swing Line Lender to charge the Borrower’s accounts with the Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount so requested in same day funds and such funds shall be applied by of the Refunded Swing Line Lender Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. At If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of the time Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders make in the above referenced manner contemplated by Section 2.17. (d) If for any reason Revolving Loans are not made pursuant to Section 2.3(c) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender holding a Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from Swing Line Lender, each Lender holding a Commitment shall deliver to Swing Line Lender an amount by wire transfer equal to its respective participation in the applicable unpaid amount in same day funds to the account of the Swing Line Lender most recently designated by it for such purpose by notice to the Lenders. In the event any Lender holding a Commitment fails to make available to Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, Swing Line Lender shall be deemed entitled to have made, in consideration of recover such amount on demand from such Lender together with interest thereon for three Business Days at the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the rate customarily used by Swing Line Lender had outstanding Swing Line Loans in respect for the correction of which such Revolving Loans were made. Each errors among banks and thereafter at the Alternate Base Rate, as applicable. (e) Notwithstanding anything contained herein to the contrary, (i) each Lender’s obligation to make the Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the foregoing clause (or c) and each Lender’s obligation to purchase participations) referred a participation in any unpaid Swing Line Loans pursuant to in this clause the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any set-set off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor Loan Party or any other Person for any reason whatsoever; (iiB) the occurrence or continuance continuation of any a Default or Event of Default; (iiiC) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any ObligorLoan Party; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (vD) any breach of this Agreement or any other Loan Document by any Personparty thereto; or (viE) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that Swing Line Lender had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 4.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (ii) Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 4.2 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Lender unless Swing Line Lender has entered into arrangements satisfactory to it and the Borrower to eliminate Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans. (f) Swing Line Lender may resign as Swing Line Lender upon 30 days prior written notice to the Administrative Agent, the Lenders and the Borrower. Swing Line Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of any such replacement of Swing Line Lender. At the time any such replacement or resignation shall become effective, (i) the Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender, (ii) upon such prepayment, the resigning or removed Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (iii) the Borrower shall issue, if so requested by the successor Swing Line Loan Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions. From and after the effective date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the context shall require.

Swing Line Loans. (a) By telephonic notice to During the Revolving Commitment Period, the Swing Line Lender shall make revolving credit loans (the “Swing Line Loans”) in Dollars to the Borrower on or before 12:00 noon (New York time) on a Business Day (followed (on the same any Business Day; provided that (i) by the delivery aggregate principal amount of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans shall not exceed an amount equal to $25,000,000 (as such amount may be made by adjusted in accordance with the provisions hereof, the “Swing Line Committed Amount”), notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Commitment Percentage of the Revolving Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment, (ii) with respect to the Revolving Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (iii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iv) the Swing Line Lender in an aggregate minimum principal amount of $500,000 shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and an integral multiple of $100,000binding absent manifest error) that it has, or by such Borrowing may have, Fronting Exposure. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Daily Floating Eurodollar Rate Loans, and may be repaid and reborrowed in accordance with the provisions hereof. The proceeds Immediately upon the making of each a Swing Line Loan Loan, each Revolving Lender shall be made available by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender to the applicable Borrower by wire transfer to the account a participation interest in such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the product of such Revolving Lender’s Revolving Commitment Percentage thereof. No Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making Loan shall remain outstanding for longer than five (or deemed making, in the case of the Swing Line Lender5) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingBusiness Days.

Swing Line Loans. (a) By telephonic notice Upon the terms and subject to the conditions hereof, and in reliance upon the representations and warranties herein set forth, Bank of America agrees to make a loan or loans to the Borrower (each a "Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on Loan" and collectively, the same Business Day) by the delivery of a confirming Borrowing Request"Swing Line Loans"), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that which Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans (i) shall be made as Base Rate Loans; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding the amount of the Aggregate Revolving Commitments minus the aggregate principal amount of all Revolving Loans then outstanding, the Stated Amount of all Letters of Credit, and, to the extent not included in the amount of such Revolving Loans or Letters of Credit, the amount of all Unpaid Drawings; (iv) shall not exceed Three Million Dollars ($3,000,000.00) in aggregate principal amount at any time outstanding; (v) shall be made in accordance with any autoborrow service agreement between the Borrower and Bank of America; and (vi) shall not be entitled to be converted into LIBO Rate Loans. The proceeds made after Bank of each Swing Line Loan shall be made available by America has received written notice from the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close Required Lenders that a Default or Event of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If On any Business Day, Bank of America may, in its sole discretion, give notice to the Administrative Agent and the Lenders (other than Bank of America) that its outstanding Swing Line Loans shall be funded with a borrowing of Revolving Loans (provided that each such notice shall be deemed to -------- have been automatically given upon the occurrence of an Event of Default), in which case a borrowing of Revolving Credit Loans constituting Base Rate Loans shall be made on the immediately succeeding Business Day by all of the Lenders ratably based upon each Lender's Revolving Commitment Percentage, and the proceeds thereof shall be applied directly to repay Bank of America for such outstanding Swing Line Loans. Each Lender hereby irrevocably agrees to make Base Rate Loans upon one (1) Business Day's notice in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent notwithstanding (i) any Swing Line Loan shall be outstanding for more than four (4) Business Daysthat the amount of such borrowing may not comply with the minimum borrowing amounts otherwise required hereunder, (ii) whether any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be madeconditions specified in Section 5.2 are then satisfied, or (iii) any whether a Default shall occur or Event of Default has occurred and be is continuing, then and (iv) any reduction in the Aggregate Revolving Commitments after any such Swing Line Loans were made. In the event that any borrowing pursuant to this Section 2.3 cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender (other than Bank of America) hereby agrees that it shall forthwith purchase from Bank of America (without recourse or warranty) such assignment of the outstanding Swing Line Loans as shall be necessary to cause the Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages, provided that all interest payable on the Swing Line LenderLoans shall be for the -------- account of Bank of America until the date the respective Revolving Loan is purchased and, to the extent attributable to the purchased Revolving Loan, shall be payable to the Lender purchasing such Revolving Loan from and after such date of purchase. (c) irrevocably agrees that Whenever the Borrower desires to borrow a Swing Line Loan hereunder, it willshall deliver to Bank of America irrevocable notice thereof (which notice may be in writing or by telecopy, at telex or telegraph, or by telephone, if immediately confirmed in writing, substantially in the request form of a Notice of Borrowing) not later than 1:00 p.m., Eastern Time, on the proposed borrowing date. Such notice shall specify (i) the date of such borrowing and (ii) the amount of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By The Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Day Runner in such amounts as Day Runner may request, provided that (a) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $10,000,000, (b) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of a Default or an Event of Default. Day Runner may borrow, repay and reborrow under this Section. Unless notified to the contrary by the Swing Line Lender, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 upon telephonic notice request by a Responsible Official of Day Runner made to the Administrative Agent not later than 1:00 P.M., California time, on the Banking Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier by transmission of a Notice of Swingline Loan in the form attached hereto as Exhibit N). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender on or before 12:00 noon that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (New York time) on a Business Day (followed (on and such verification shall be promptly confirmed in writing by telecopier). Unless notified to the same Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made contrary by the Swing Line Lender Lender, each repayment of a Swing Line Loan shall be in an aggregate minimum principal amount of $500,000 and which is an integral multiple of $100,000. All If Day Runner instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 P.M., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein. (a) Swing Line Loans shall be made as bear interest at a fluctuating rate per annum equal to the Alternate Base Rate Loans and shall not be entitled to be converted into LIBO Rate LoansRate. The proceeds of each Swing Line Loan Interest shall be made available payable on such dates, not more frequent than quarterly, as may be specified by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified and in its notice therefor by the close of business any event on the Business Day telephonic notice is received by the Maturity Date. The Swing Line Lender. Agent Lender shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correctresponsible for invoicing Day Runner for such interest. Borrowers shall not request (and shall not be permitted to request) any The interest payable on Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding solely for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request account of the Swing Line Lender (and the Swing Line Lender agrees subject to make such request by the fifth Business Day that any clause (d) below). (b) Each Swing Line Loan shall be repayable on the earlier of (i) ten (10) Banking Days after such Loan is outstanding)made, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York timeii) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified demand made by the Swing Line Lender and (iii) the amount so requested in same day funds and such funds shall be applied by Maturity Date. (c) Upon the making of a Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Loan, each Lender shall be deemed to have made, in consideration of purchased from the making of the Refunded Swing Line Loans, Revolving Loans Lender a participation therein in an amount equal to that Lender's Pro Rata Share of the Commitment times the amount of the Swing Line Loan. Within one (1) Banking Day after demand made by the Swing Line Lender’s Percentage , each Lender shall, according to its Pro Rata Share of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed makingCommitment, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed promptly provide to the Swing Line LenderLender its purchase price therefor in an amount equal to its participation therein. All interest payable with respect The obligation of each Lender to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant so provide its purchase price to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including the occurrence of a Default or Event of Default; provided that no Lender shall be obligated to purchase its Pro Rata Share of (i) Swing Line Loans to the extent that Swing Line Outstandings are in excess of $10,000,000 and (ii) any set-off, counterclaim, recoupment, defense or other right which such Swing Line Loan made (absent the consent of all of the Lenders) during the continuation of an Event of Default. Each Lender may have against that has provided to the Swing Line LenderLender the purchase price due for its participation in Swing Line Loans shall thereupon acquire a pro rata participation, to the extent of such payment, in the claim of the Swing Line Lender against Day Runner for principal and interest and shall share, in accordance with that pro rata participation, in any Obligor principal payment made by Day Runner with respect to such claim and in any interest payment made by Day Runner (but only with respect to periods subsequent to the date such Lender paid the Swing Line Lender its purchase price) with respect to such claim. (d) Upon any demand for payment of the Swing Line Outstandings by the Swing Line Lender (unless Day Runner has made other arrangements reasonably acceptable to the Swing Line Lender to reduce the Swing Line Outstandings to $0), Day Runner shall request a Loan pursuant to Section 2.1(a) sufficient to repay all Swing Line Outstandings (and, for this purpose, Section 2.1(c) shall not apply). In each case, the Administrative Agent shall automatically provide the responsive Loans made by each Lender to the Swing Line Lender (which the Swing Line Lender shall then apply to the Swing Line Outstandings). In the event that Day Runner fails to request a Loan within the time specified by Section 2.1 on any such date, the Administrative Agent may, but is not required to, without notice to or any Person for any reason whatsoever; (ii) the occurrence or continuance consent of any Default; (iii) any adverse change Borrower, cause Loans to be made by the Lenders under the Commitment in amounts which are sufficient to reduce the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach Outstandings as required above. The conditions precedent set forth in Article 8 shall not apply to Loans to be made by the Lenders pursuant to the three preceding sentences. The proceeds of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar such Loans shall be paid directly to any of the foregoingSwing Line Lender for application to the Swing Line Outstandings.

Swing Line Loans. (a) By telephonic notice The Swing Line. Subject to the terms and conditions set forth herein, Swing Line Lender on or before 12:00 noon agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request)each such loan, a “Swing Line Loan”) to Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender in an aggregate minimum principal acting as Swing Line Lender, may exceed the amount of $500,000 such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and an integral multiple (ii) the aggregate Outstanding Amount of $100,000. All the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loansexceed such Lender’s Commitment. The proceeds of each Each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate LoanLoan and shall bear interest in accordance with Section 2.08(a) in an amount equal to such Lender’s Percentage hereof. Immediately upon the making of the aggregate principal amount of all such a Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender the amount so requested a risk participation in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans Loan in an amount equal to the Swing Line product of such Lender’s Applicable Percentage of times the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice As a convenience to the Borrower, the Swing Line Lender, in its sole discretion, may make Swing Line Loans to the Borrower from time to time during the Availability Period for the Revolving Credit Facility, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Sublimit or (ii) the sum of the total Revolving Credit Exposures exceeding the Aggregate Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on may make and the same Business Day) by the delivery of a confirming Borrowing Request)Borrower may borrow, a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that prepay and reborrow Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Loans. (b) Swing Line Loans shall be made as Base Rate Loans and shall not be entitled available to be converted into LIBO Rate Loans. The proceeds the Borrower by means of each Swing Line Loan shall be made available by a credit to a deposit account of the Borrower with the Swing Line Lender pursuant to arrangements mutually acceptable to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by and the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (bc) If (i) any The Swing Line Loan shall be outstanding for more Lender may by written notice given to the Administrative Agent not later than four (4) 10:00 a.m., on any Business Days, (ii) any Swing Line Loan is Day require the Lenders to acquire participations on such Business Day in all or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request portion of the Swing Line Lender (and Loans outstanding. Such notice shall specify the aggregate amount of Swing Line Lender agrees Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to make each Revolving Credit Lender, specifying in such request by the fifth Business Day that any notice such Revolving Credit Lender’s Revolving Credit Applicable Percentage of such Swing Line Loan is outstanding)or Loans. Each Revolving Credit Lender hereby absolutely and unconditionally agrees, (A) make a Revolving Loan (which shall initially be funded upon receipt of notice as a Base Rate Loan) in an amount equal provided above, to such Lender’s Percentage of pay to the aggregate principal amount of all such Swing Line Loans then outstanding or (B) ifAdministrative Agent, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) , such Revolving Credit Lender’s Revolving Credit Applicable Percentage of any such Swing Line Loan or Loans. Each Revolving 47345311_9 Credit Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be paragraph is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.6 with respect to Loans made by such Revolving Credit Lender (i) and Section 2.6 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the Borrower of any set-offparticipations in any Swing Line Loan acquired pursuant to this paragraph, counterclaim, recoupment, defense and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other right which party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such Lender may amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have against made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any Obligor such payment so remitted shall be repaid to the Swing Line Lender or any Person to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason whatsoever; (ii) reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the occurrence or continuance Borrower of any Default; (iii) any adverse change default in the condition payment thereof. (financial or otherwised) Notwithstanding anything to the contrary contained in this Agreement, this Section 2.4 shall be subject to the terms and conditions of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingSection 2.19 and Section 2.20.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within three Business DayDays) by the delivery of a confirming Borrowing Request), to the Swing Line Lender on or before 11:00 a.m., New York time, on a Borrower (or the Administrative Borrower on such Borrower’s behalf) Business Day, WWI may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 200,000 and an integral multiple of $100,000. Each request by WWI for a Swing Line Loan shall constitute a representation and warranty by WWI that on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in SECTION 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the -38- Business Day telephonic notice is received by it as provided in the Swing Line Lender. Agent preceding sentences, to WWI by wire transfer to the accounts WWI shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) full Business Days, Days or (ii) after giving effect to any request for a Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur the aggregate principal amount of Revolving Loans and be continuing, then each Lender (other than Swing Line Loans outstanding to the Swing Line Lender) irrevocably agrees that it will, together with the Swing Line Lender's Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender's Percentage of the Revolving Loan Commitment Amount, the Swing Line Lender, at the any time in its sole and absolute discretion may request of each Lender that has a Revolving Loan Commitment, and each such Lender, including the Swing Line Lender (and the Swing Line Lender agrees hereby agrees, to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall always be initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such the Swing Line Loans then ("REFUNDED SWING LINE LOANS") outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to on the date such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”)notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Lender) shall deposit in an account specified by the Swing Line Lender Administrative Agent to the Lenders from time to time the amount so requested in same day funds and funds, whereupon such funds shall be applied by immediately delivered to the Swing Line Lender (and not WWI) and applied to repay the Refunded Swing Line Loans. At On the time the Lenders make the above referenced day such Revolving Loans are made, the Swing Line Lender shall be deemed to have made, in consideration of the making Lender's Percentage of the Refunded Swing Line Loans, Revolving Loans in an amount equal shall be deemed to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loansbe paid. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans Loan pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender due under such Lender's Revolving Note and shall no longer be owed to under the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were madeNote. Each Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including including, (i) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor WWI or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of WWI or any other Obligor, subsequent to the date of the making of a Swing Line Loan; (iv) the acceleration or maturity of any Obligations Loans or the termination of any the Revolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by WWI, any Loan Document by other Obligor or any Personother Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that (i) WWI or any Subsidiary is subject to any bankruptcy or insolvency proceedings as provided in SECTION 9.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the preceding clause. From and after the date on which any Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; PROVIDED, HOWEVER, that in the event such payment received by the Swing Line Lender is required to be returned to WWI, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if it has elected after the occurrence of a Default not to make Swing Line Loans and has notified WWI in writing or by telephone of such election. The Swing Line Lender shall promptly give notice to the Lenders of such election not to make Swing Line Loans.

Swing Line Loans. (a) By telephonic notice to utilizing a form of electronic communication that has been approved by the Administrative Agent and the Swing Line Lender the Borrower may irrevocably request, on or before 12:00 noon 2:00 p.m. (New York City time) on a any Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request)proposed Swing Line Loan is to be made, a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate any minimum principal amount of $500,000 and an integral or multiple of $100,000amount. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Eurodollar Rate Loans. The Promptly following confirmation from the Administrative Agent to the Swing Line Lender that all the conditions for making a Swing Line Loan have been satisfied, the proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received in which it receives such confirmation from the Administrative Agent, to the Borrower, by wire transfer in accordance with the written instructions provided to the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made Lender by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingthe Borrower. (b) If If: (i) requested at any time by the Swing Line Loan shall be outstanding for more than four Lender (4as communicated to the Administrative Agent and the Borrower) Business Days, in its sole discretion; (ii) any Swing Line Loan is or will be outstanding on a date when a the Borrower requests that a Revolving Loan be made, ; or (iii) any Default or Event of Default shall occur and be continuing, then ; each Revolving Lender (other than the Swing Line Lender) irrevocably agrees that it will, at promptly following notice from the request Administrative Agent to the Revolving Lenders of the occurrence of any of the events referred to in the preceding clauses (i) through (iii) (which notice the Administrative Agent agrees to provide promptly for and on behalf of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstandingLender), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Revolving Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 10:00 a.m. (New York City time) on the first Business Day following receipt the occurrence of one of the foregoing (provided, however, that if any Revolving Lender shall receive such notice at or prior to 10:00 a.m. (New York City time) on a Business Day such funding shall be made by each such Revolving Lender of a request to make Revolving Loans as provided in the preceding sentenceon or before 2:00 p.m. (New York City time) on such Business Day), each such Revolving Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Revolving Lenders make the above referenced Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clauseclause (b), the amount so funded shall become an outstanding obligation to each Lender under such Revolving Lender’s Revolving Note and shall no longer be owed under the Swing Line Note. The Borrower hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s accounts with the Administrative Agent and the Swing Line Lender in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of the Revolving Loans made by the Lenders, including the Revolving Loan deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. In the event any Revolving Lender fails to fund when due as herein provided its Refunded Swing Line Loan, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Federal Funds Rate for the first day following the due date and thereafter at the Alternate Base Rate plus the Applicable Margin. Each Revolving Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause (b) shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (iA) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor the Borrower or any other Person for any reason whatsoever; (iiB) the occurrence or continuance of any Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (ivC) the acceleration or maturity of any Obligations Loans or the termination of any Commitment after the making of any Swing Line Loan; (vD) any breach of this Agreement or any other Loan Document by the Borrower, any PersonLender or the Administrative Agent; or (viE) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000500,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such the Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a the Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of automatically and without notice from the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Lender, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS"). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s 's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. To request a Swing Line Loan, the Borrower Agent shall deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (a) By telephonic notice to or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent and the Swing Line Lender Lender), a duly completed and executed Notice of Borrowing to the Administrative Agent and the Swing Line Lender, not later than 12:00 noon, Cincinnati, Ohio time (or such later time as the Administrative Agent may agree in its sole discretion), on or before 12:00 noon (New York time) on a the Business Day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (followed (on the same which shall be a Business Day) and the amount of the requested Swing Line Loan. Each Swing Line Loan shall be an ABR Loan (and may not be converted into a EurodollarTranche Rate Loan). The Swing Line Lender shall make each Swing Line Loan available to the relevant Borrower by the delivery means of a confirming Borrowing Request), a credit to the general deposit account of the relevant Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by with the Swing Line Lender, if any, or otherwise to an account as directed by the Borrower Agent in the applicable Notice of Borrowing (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as expressly permitted herein, by remittance to the Issuing Bank). The Swing Line Lender shall endeavor to fund each Swing Line Loan by 3:00 p.m., Cincinnati, Ohio time and shall in an aggregate minimum principal amount all events fund each Swing Line Loan validly requested in accordance with the terms hereof by no later than the immediately following Business Day. The Borrower Agent shall not request a Swing Line Loan if at the time of $500,000 or immediately after giving effect to the Borrowing contemplated by such request a Default or Event of Default has occurred and an integral multiple of $100,000is continuing or would immediately thereafter result therefrom. All Swing Line Loans shall be made as Base Rate Loans in minimum amounts of $100,000 and shall not be entitled integral multiples of $100,000 above such amount. Without in any way limiting the obligation of the Borrower Agent to be converted into LIBO Rate Loans. The proceeds confirm in writing any telephonic 45 notice of each any Borrowing or prepayment of Swing Line Loan shall be made available by Loans, the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by Administrative Agent or the Swing Line Lender. Agent shall be entitled to rely , as the case may be, may act without liability upon any certificationthe basis of telephonic notice of such Borrowing or prepayment, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof as the case may be, believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is the Administrative Agent or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at as the request case may be, in good faith to be from a Responsible Officer of the Swing Line Lender (and the Swing Line Lender agrees Borrower Agent, prior to make receipt of written confirmation. In each such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred the Borrowers hereby waive the right to as dispute the “Refunded Swing Line Loans”). On Administrative Agent’s or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage record of the aggregate principal amount terms of the Refunded such telephonic notice of such Borrowing or prepayment of Swing Line Loans. Upon the making (or deemed making, in as the case of the Swing Line Lender) of any Revolving Loans pursuant to this clausemay be, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingabsent manifest error.

Swing Line Loans. Loan Commitment are subject to reduction as provided in clause (ab) By telephonic notice of the next paragraph. The Swing Line Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the contrary, the Swing Line Loans, and the Swing Line Loan Commitment shall be subject to the following limitations in the amounts indicated: (a) in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect; (b) any reduction of the Revolving Loan Commitments made pursuant to subsection 2.4B which reduces the aggregate Revolving Loan Commitments to an amount less than the then current sum of the Swing Line Loan Commitment shall result in an automatic corresponding pro rata reduction of the Swing Line Loan Commitment such that the sum thereof equals the amount of the Revolving Loan Commitments, as so reduced, without any further action on the part of Company, Administrative Agent or Swing Line Lender. With respect to any Swing Line Loans which have not been voluntarily prepaid by Company pursuant to subsection 2.4B(i), Swing Line Lender on or before may, at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Company), no later than 12:00 noon Noon (New York time) on a at least one Business Day (followed (on in advance of the same Business Day) by the delivery of a confirming Borrowing Request)proposed Funding Date, a Borrower notice (or the Administrative Borrower which shall be deemed to be a Notice of Borrowing given by Company) requesting Lenders to make Revolving Loans that are Base Rate Loans to Company on such Borrower’s behalf) may from time Funding Date in an amount equal to time irrevocably request that the amount of such Swing Line Loans be made by (the "Refunded Swing Line Loans") outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in an aggregate minimum principal amount this Agreement to the contrary notwithstanding, (i) the proceeds of $500,000 such Revolving Loans made by Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and an integral multiple not to Company) and applied to repay a corresponding portion of $100,000. All the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, Swing Line Lender's Pro Rata Share of the Refunded Swing Line Loans shall be made as Base Rate Loans and shall not be entitled deemed to be converted into LIBO Rate Loans. The paid with the proceeds of each Swing Line a Revolving Loan shall be made available by the Swing Line Lender to Company, and such portion of the applicable Borrower Swing Line Loans deemed to be so paid, shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender's outstanding Revolving Loans to Company and shall be due under the Revolving Note issued by wire transfer Company to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Company hereby authorizes each of Administrative Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred Lender to charge Company's accounts with Administrative Agent and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and up to the Swing Line Lender agrees to make amount available in each such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loanaccount) in an amount equal order to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the immediately pay Swing Line Lender the amount so requested in same day funds and such funds shall be applied by of the Refunded Swing Line Lender Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loan deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. At If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Company from Swing Line Lender in bankruptcy, by assignment for the time benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders make in the above referenced manner contemplated by subsection 10.5. If for any reason Revolving Loans are not made pursuant to this subsection 2.1A(v) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender with a Revolving Loan Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day's notice from Swing Line Lender, each such Lender shall deliver to Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Funding and Payment Office. In order to evidence such participation each such Lender agrees to enter into a participation agreement at the request of Swing Line Lender in form and substance satisfactory to Swing Line Lender. In the event any such Lender fails to make available to Swing Line Lender the amount of such Lender's participation as provided in this paragraph, Swing Line Lender shall be deemed entitled to have maderecover such amount on demand from such Lender together with interest thereon at the rate customarily used by Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, in consideration as applicable. Notwithstanding anything contained herein to the contrary, (i) the obligation of each Lender with a Revolving Loan Commitment to make Revolving Loans for the making purpose of the repaying any Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding second preceding paragraph and each such Lender's obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to purchase a participation in any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding unpaid Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation pursuant to make the Revolving Loans (or purchase participations) referred to in this clause immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including including, without limitation, (ia) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor Company or any other Person for any reason whatsoever; (iib) the occurrence or continuance continuation of any an Event of Default or a Potential Event of Default; (iiic) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any Obligorof its Subsidiaries; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (vd) any breach of this Agreement or any other Loan Document by any Personparty thereto; or (vie) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no -------- such Lender shall have any such obligation unless (x) Swing Line Lender believed in good faith that all conditions under Section 4 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or (y) such Lender had actual knowledge, by receipt of any notices required to be delivered to such Lenders pursuant to subsection 6.1(ix) or otherwise, that any such condition under Section 4 had not been satisfied and such Lender failed to notify Swing Line Lender and Administrative Agent in writing that it had no obligation to make Revolving Loans until such condition was satisfied (any such notice to be effective as of the date of receipt thereof by Swing Line Lender and Administrative Agent), or (z) the satisfaction of any such condition under Section 4 not satisfied had been waived by Requisite Lenders prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (ii) Swing Line Lender shall not be obligated to make any Swing Line Loans if it has elected not to do so after the occurrence and during the continuation of a Potential Event of Default or Event of Default.

Swing Line Loans. (a) By telephonic notice The Swing Line. Subject to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request)terms and conditions set forth herein, a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make loans (each such request by loan, a “Swing Line Loan”) to the fifth Borrower from time to time on any Business Day (other than the Original Closing Date) until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan is outstanding)Loan, (A) make a the aggregate Outstanding Amount of the Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to Credit Loans of any Lender, plus such Lender’s Percentage Pro Rata Share of the aggregate principal amount Outstanding Amount of all such Swing Line Loans then outstanding or (B) ifL/C Obligations, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to plus such Lender’s Percentage Pro Rata Share of the aggregate principal amount Outstanding Amount of all Swing Line Loans outstanding (shall not exceed such Lender’s Revolving Credit Commitment then in either case, such effect; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loans hereinafter referred Loan. Within the foregoing limits, and subject to as the “Refunded other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loans”)Loan shall be a Base Rate Loan. On or before 11:00 a.m. (New York time) on Swing Line Loans shall only be denominated in Dollars. Immediately upon the first Business Day following receipt by each Lender making of a request to make Revolving Loans as provided in the preceding sentenceSwing Line Loan, each Revolving Credit Lender shall deposit in an account specified by be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender the amount so requested a risk participation in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans Loan in an amount equal to the Swing Line product of such Lender’s Percentage of Pro Rata Share times the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (ai) By telephonic notice Subject to the terms and conditions hereof, the Swing Line Lender on or before 12:00 noon may in its discretion make swing line loans in Dollars (New York timethe “Swing Line Loans”) on a Business Day (followed (on to the same Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may Borrowers from time to time irrevocably request that during the Commitment Period in an aggregate outstanding principal amount up to the amount of the Swing Line Loans be made Commitment as requested by the Borrowers and agreed to by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Lender; provided, that, no Swing Line Loan shall be made available if, after giving effect to the making of such Swing Line Loan and the simultaneous application of the proceeds thereof, (x) the aggregate amount of all outstanding Swing Line Loans plus the aggregate Dollar Equivalent amount of all outstanding Revolver Loans plus the aggregate amount of the Letter of Credit Obligations then outstanding, would exceed the Total Commitments or (y) the aggregate Dollar Equivalent amount of all Revolver Loans made by a Lender plus such Lender’s Commitment Percentage of the amount of Swing Line Loans and Letter of Credit Obligations then outstanding would exceed its Commitment. Within the foregoing limits, the Borrowers may during the Commitment Period borrow, repay and reborrow under the Swing Line Lender Commitment, subject to and in accordance with the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lenderterms and limitations hereof. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Each Swing Line Loan shall be outstanding in an original principal amount of $100,000 or in integral multiples of $50,000 in excess thereof. The interest rate for more than four a Swing Line Loan shall be (4i) Business Daysthe Base Rate plus the Applicable Margin for Base Rate Loans, (ii) any Swing Line Loan such rate that is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than mutually agreed to by the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (Borrowers and the Swing Line Lender agrees to make in writing at the time such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding made or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change if the Cash Management Agreements (as defined in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.clause

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s 's behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. The Administrative Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and clause (a)(ii) of Section 3.1.1(b)(ii) hereof 3.1.1 believed by it to be genuine and correct. The Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s 's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) such day by the delivery of a confirming Borrowing Request), a the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such the Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a the Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Lender, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) 12:30 p.m. on the first Business Day following receipt by each Revolving Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Revolving Loan Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Revolving Lender’s Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any PersonPerson or any amendment or other modification to this Agreement or any other Loan Document; or (vi) any other circumstance, happening occurrence or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. To request a Swing Line Loan, the Borrower Agent shall deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (a) By telephonic notice to or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent and the Swing Line Lender Lender), a duly completed and executed Notice of Borrowing to the Administrative Agent and the Swing Line Lender, not later than 12:00 noon, Cincinnati, Ohio time (or such later time as the Administrative Agent may agree in its sole discretion), on or before 12:00 noon (New York time) on a the Business Day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (followed (on the same which shall be a Business Day) and the amount of the requested Swing Line Loan. Each Swing Line Loan shall be an ABR Loan (and may not be converted into a Eurodollar Loan). The Swing Line Lender shall make each Swing Line Loan available to the relevant Borrower by the delivery means of a confirming Borrowing Request), a credit to the general deposit account of the relevant Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by with the Swing Line Lender, if any, or otherwise to an account as directed by the Borrower Agent in the applicable Notice of Borrowing (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as expressly permitted herein, by remittance to the Issuing Bank). The Swing Line Lender shall endeavor to fund each Swing Line Loan by 3:00 p.m., Cincinnati, Ohio time and shall in an aggregate minimum principal amount all events fund each Swing Line Loan validly requested in accordance with the terms hereof by no later than the immediately following Business Day. The Borrower Agent shall not request a Swing Line Loan if at the time of $500,000 or immediately after giving effect to the Borrowing contemplated by such request a Default or Event of Default has occurred and an integral multiple of $100,000is continuing or would immediately thereafter result therefrom. All Swing Line Loans shall be made as Base Rate Loans in minimum amounts of $100,000 and shall not be entitled integral multiples of $100,000 above such amount. Without in any way limiting the obligation of the Borrower Agent to be converted into LIBO Rate Loans. The proceeds confirm in writing any telephonic notice of each any Borrowing or prepayment of Swing Line Loan shall be made available by Loans, the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by Administrative Agent or the Swing Line Lender. Agent shall be entitled to rely , as the case may be, may act without liability upon any certificationthe basis of telephonic notice of such Borrowing or prepayment, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof as the case may be, believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is the Administrative Agent or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at as the request case may be, in good faith to be from a Responsible Officer of the Swing Line Lender (and the Swing Line Lender agrees Borrower Agent, prior to make receipt of written confirmation. In each such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred the Borrowers hereby waive the right to as dispute the “Refunded Swing Line Loans”). On Administrative Agent’s or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage record of the aggregate principal amount terms of the Refunded such telephonic notice of such Borrowing or prepayment of Swing Line Loans. Upon the making (or deemed making, in as the case of the Swing Line Lender) of any Revolving Loans pursuant to this clausemay be, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingabsent manifest error.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or to the Administrative Agent and the Swing Line Lender on or before 12:00 noon, New York City time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 250,000 and an integral multiple of $100,00050,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in this clause (a), to the Swing Line Lender. Agent Borrower by wire transfer to the account the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If If (i) any Swing Line Loan shall be outstanding for more than four (4) five Business Days, ; (ii) any Swing Line Loan is or will be outstanding on a date when a the Borrower requests that a Revolving Loan be made, or ; or (iii) any Default shall occur and be continuing, then each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender Administrative Agent (on behalf of, and at the request of, the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstandingLender), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans being hereinafter referred to as the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS"). On or before 11:00 a.m. (New York City time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s its Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clauseCLAUSE (b), the amount so funded shall become an outstanding obligation to each Lender under such Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause CLAUSE (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s 's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans (or purchase participations) referred to in this clause CLAUSE (b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligorthe Borrower; (iv) the acceleration or maturity of any Obligations Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any PersonLender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent or the Swing Line Lender, as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent or the Swing Line Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower (or a designee of such Authorized Officer). In each such case the record of the Administrative Agent or the Swing Line Lender, as the case may be, of the terms of any such telephonic notice shall be conclusive absent manifest error.

Swing Line Loans. (a) By telephonic notice to During the Revolving Commitment Period, the Swing Line Lender shall make revolving credit loans (the “Swing Line Loans”) in Dollars to the Borrower on or before 12:00 noon (New York time) on a Business Day (followed (on the same any Business Day; provided that (i) by the delivery aggregate principal amount of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans shall not exceed an amount equal to $25,000,000 (as such amount may be adjusted in accordance with the provisions hereof, the “Swing Line Committed Amount”), notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Commitment Percentage of the Revolving Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment,made by such Swing Line Lender following the First Amendment Effective Date shall not exceed $0, (ii) with respect to the Revolving Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (iii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iv) the Swing Line Lender in an aggregate minimum principal amount of $500,000 shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and an integral multiple of $100,000binding absent manifest error) that it has, or by such Borrowing may have, Fronting Exposure. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Daily Floating Eurodollar Rate Loans, and may be repaid and reborrowed in accordance with the provisions hereof. The proceeds Immediately upon the making of each a Swing Line Loan Loan, each Revolving Lender shall be made available by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender to the applicable Borrower by wire transfer to the account a participation interest in such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the product of such Revolving Lender’s Revolving Commitment Percentage thereof. No Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making Loan shall remain outstanding for longer than five (or deemed making, in the case of the Swing Line Lender5) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingBusiness Days.

Swing Line Loans. (a) By telephonic notice The Swing Line. Subject to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request)terms and conditions set forth herein, a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make loans (each such request by loan, a “Swing Line Loan”) to the fifth Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan is outstanding)Loan, (A) make a the aggregate Outstanding Amount of the Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to Credit Loans of any Lender, plus such Lender’s Percentage Pro Rata Share of the aggregate principal amount Outstanding Amount of all such Swing Line Loans then outstanding or (B) ifL/C Obligations, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to plus such Lender’s Percentage Pro Rata Share of the aggregate principal amount Outstanding Amount of all Swing Line Loans outstanding (shall not exceed such Lender’s Revolving Credit Commitment then in either caseeffect; provided further that, such the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loans hereinafter referred Loan. Within the foregoing limits, and subject to as the “Refunded other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loans”)Loan shall be a Base Rate Loan. On or before 11:00 a.m. (New York time) on Swing Line Loans shall only be denominated in Dollars. Immediately upon the first Business Day following receipt by each Lender making of a request to make Revolving Loans as provided in the preceding sentenceSwing Line Loan, each Revolving Credit Lender shall deposit in an account specified by be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender the amount so requested a risk participation in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans Loan in an amount equal to the Swing Line product of such Lender’s Percentage of Pro Rata Share times the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a1) By telephonic notice notice, promptly followed (within three Business Days) by the facsimile delivery of a confirming Borrowing Request, to the Swing Line Lender on or before 12:00 noon (11:00 a.m., New York time) , on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request), a any Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. Each request by any Borrower for a Swing Line Loan shall constitute a representation and warranty by the Borrowers that on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in Section 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in the preceding sentences in immediately available funds, to the Borrower requesting the Loan by wire transfer or otherwise to and accounts such Borrower shall have specified in its notice therefor. (2) The Swing Line Lender. Agent shall be entitled to rely upon , at any certificationtime in its sole and absolute discretion, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not may request (and shall not be permitted to request) any Swing Line Loans when any Default each Lender that has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be madeCommitment, or (iii) any Default shall occur and be continuingeach such Lender, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of including the Swing Line Lender (and the Swing Line Lender agrees hereby agrees, to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall always be initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such the Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”)") outstanding on the date such notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Lender) shall deposit in an account specified by the Swing Line Lender Administrative Agent to the Lenders from time to time the amount so requested in same day funds and funds, whereupon such funds shall be applied by immediately delivered to the Swing Line Lender (and not a Borrower) and applied to repay the Refunded Swing Line Loans. At On the time the Lenders make the above referenced day such Revolving Loans are made, the Swing Line Lender shall be deemed to have made, in consideration of the making Lender's Percentage of the Refunded Swing Line Loans, Revolving Loans in an amount equal shall be deemed to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loansbe paid. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans Loan pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender due under such Lender's Revolving Note and shall no longer be owed to under the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were madeNote. Each Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause 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 which such Lender may have against the Swing Line Lender, any Obligor Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Borrower or any other Obligor, including a reduction in the Borrowing Base Amount subsequent to the date of the making of any Swing Line Loan; (iv) the acceleration or maturity of any Obligations Loans or the termination of any the Revolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document this Agreement by any PersonBorrower or any other Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (3) In the event that (i) any of the Borrowers or any of their Subsidiaries is subject to any bankruptcy or insolvency proceedings as provided in Section 8.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the preceding clause. From and after the date on which any Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to any Borrower, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (4) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if it has elected after the occurrence of a Default not to make Swing Line Loans and has notified the Parent in writing or by facsimile delivery of such election. The Swing Line Lender shall promptly give notice to the Lenders of such election not to make Swing Line Loans.

Swing Line Loans. (ai) By telephonic notice to the Swing Line Loan Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) Borrowers may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Loan Lender to the applicable Borrower Borrowers by wire transfer to the account such the applicable Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Loan Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (bii) If (iA) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (iiB) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Credit Loan be made, or (iiiC) any Default shall occur and be continuing, then each Lender (other than the Swing Line Loan Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Lender, (A) make a Revolving Credit Loan (which shall initially be funded as a Base Rate Loan) an ABR Advance in an amount equal to such Lender’s 's Revolving Loan Commitment Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”")). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Credit Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Loan Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Loan Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans Credit Loans, the Swing Line Loan Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Credit Loans in an amount equal to the Swing Line Loan Lender’s 's Revolving Loan Commitment Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Loan Lender) of any Revolving Credit Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Lender's Revolving Credit Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Credit Loans made (or deemed made, in the case of the Swing Line Loan Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Loan Lender had has outstanding Swing Line Loans in respect of which such Revolving Credit Loans were made. Each Lender’s 's obligation to make the Revolving Credit Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Loan Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or of continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations Obligation or the termination of any Commitment commitment after making the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; Person or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or to the Swing Line Lender and the Administrative Agent on or before 12:00 noon, New York City time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower on such Borrower’s behalf) may from time to time irrevocably request that a Swing Line Loans Loan be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 and an 100,000 or any larger integral multiple of $100,00050,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business 5:00 p.m., New York City time, on the Business Day telephonic notice is received by it as provided in this CLAUSE (A), to the Swing Line Lender. Agent Borrower by wire transfer to the account the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan (A) shall be outstanding for more than four Business Days or (4B) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a the Borrower requests that a Revolving Loan be made, made or (iiiii) any Default (other than a Default of the nature set forth in SECTION 8.1.9) shall occur and be continuing, then each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and upon notice from the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Administrative Agent, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"REFUNDED SWING LINE LOANS"); PROVIDED, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loans”)Loan if, after giving effect to the making of such Refunded Swing Line Loan, the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. (New York City time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loans Loan in an amount equal to the Swing Line Lender’s 's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clauseCLAUSE (B), the amount so funded shall become an outstanding obligation to each Lender under such Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause CLAUSE (B) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. (c) If, at any time prior to the making of Revolving Loans to replace any outstanding Swing Line Loans pursuant to CLAUSE (B) above, any Default of the nature of the nature set forth in SECTION 8.1.9 shall have occurred, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, purchase an undivided participation interest in all such Swing Line Loans in an amount equal to its Percentage of the aggregate outstanding amount of such Swing Line Loans and transfer immediately to an account identified by the Swing Line Lender, in immediately available funds, the amount of its participation. The Swing Line Lender will deliver to each such Lender, promptly following receipt of such funds, a participation certificate, dated the date of receipt of such funds and in the amount of such Lender's participation if requested to do so by such Lender. (d) The Borrower expressly agrees that, in respect of each Lender's funded participation interest in any Swing Line Loan, such Lender shall be deemed to be in privity of contract with the Borrower and have the same rights and remedies against the Borrower under the Loan Documents as if such funded participation interest in such Swing Line Loan were a Revolving Loan. (e) Each Lender’s 's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans (or purchase participationsparticipation interests in Swing Line Loans, as contemplated by CLAUSE (B) referred to in this clause or (C) above, shall be absolute and unconditional and without recourse to the Swing Line Lender and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Swing Line Lender, any Obligor the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any a Default, an Event of Default or a Material Adverse Effect; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations Loans or the termination of any Commitment after the making of any Swing Line Loan; (viv) any breach of this Agreement or any other Loan Document by the Borrower, any Personother Obligor or any Lender; or (viv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or to the Swing Line Lender and the Administrative Borrower Agent on such Borrower’s behalf) or before 3:00 p.m., New York City time, on the Business Day the proposed Swing Line Loan is to be made, the Company may from time to time irrevocably request that a Swing Line Loans Loan be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 and an 250,000 or any larger integral multiple of $100,000. All Swing Line Loans shall be made in U.S. Dollars as Base Rate Loans and shall not be entitled to be converted into LIBO Rate LIBOR Loans. The Upon receipt of notice from the Administrative Agent confirming the amount of the requested Borrowing, the proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business 3:30 p.m., New York City time, on the Business Day telephonic notice is received by it as provided in this CLAUSE (a), to the Swing Line Lender. Agent Company by wire transfer to the account the Company shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and upon notice from the Swing Line Lender agrees to make Administrative Agent, unless such request by the fifth Business Day that any Swing Line Loan is outstanding)shall have been earlier repaid in full, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"REFUNDED SWING LINE LOANS"); PROVIDED, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loans”)Loan if, after giving effect to the making of such Refunded Swing Line Loan, the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. (New York City time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loans Loan in an amount equal to the Swing Line Lender’s 's Percentage in respect of the Revolving Loan Commitment of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.Refunded

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. The Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and clause (a)(ii) of Section 3.1.1(b)(ii) hereof 3.1.1 believed by it to be genuine and correct. The Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Lender’s Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a to the Swing Line Lender on or before 12:00 p.m., New York time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that a Swing Line Loans Loan be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 and an 10,000 or any larger integral multiple of $100,00010,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business 5:00 p.m., New York time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Swing Line Lender. Agent Borrower by wire transfer to the account the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) ten Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and upon notice from the Swing Line Lender agrees to make Administrative Agent, unless such request by the fifth Business Day that any Swing Line Loan is outstanding)shall have been earlier repaid, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"); provided, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the making of such Refunded Swing Line Loan, the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. 12:00 noon (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loans Loan in an amount equal to the Swing Line Lender’s 's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clauseclause (b), the amount so funded shall become an outstanding obligation to each Lender under such Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s 's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans (or purchase participations) referred to in this clause (b) 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 which such Lender may have against the Swing Line Lender, any Obligor the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligorthe Borrower; (iv) the acceleration or maturity of any Obligations Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any PersonLender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that the Borrower or any other Obligor is subject to any bankruptcy or insolvency proceedings as provided in Section 8.1.9, or if for any other reason Revolving Loans cannot be made or are unavailable, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the preceding clause. From and after the date on which any Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to the Borrower, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within three Business DayDays) by the delivery of a confirming Borrowing Request), to the Swing Line Lender on or before 11:00 a.m., New York time, on a Borrower (or the Administrative Borrower on such Borrower’s behalf) Business Day, WWI may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 200,000 and an integral multiple of $100,000. Each request by WWI for a Swing Line Loan shall constitute a representation and warranty by WWI that on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in Section 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in the Swing Line Lender. Agent preceding sentences, to WWI by wire transfer to the accounts WWI shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) full Business Days, Days or (ii) after giving effect to any request for a Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur the aggregate principal amount of Revolving Loans and be continuing, then each Lender (other than Swing Line Loans outstanding to the Swing Line Lender) irrevocably agrees that it will, together with the Swing Line Lender's Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender's Percentage of the Revolving Loan Commitment Amount, the Swing Line Lender, at the any time in its sole and absolute discretion may request of each Lender that has a Revolving Loan Commitment, and each such Lender, including the Swing Line Lender (and the Swing Line Lender agrees hereby agrees, to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall always be initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such the Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”)") outstanding on the date such notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Lender) shall deposit in an account specified by the Swing Line Lender Administrative Agent to the Lenders from time to time the amount so requested in same day funds and funds, whereupon such funds shall be applied by immediately delivered to the Swing Line Lender (and not WWI) and applied to repay the Refunded Swing Line Loans. At On the time the Lenders make the above referenced day such Revolving Loans are made, the Swing Line Lender shall be deemed to have made, in consideration of the making Lender's Percentage of the Refunded Swing Line Loans, Revolving Loans in an amount equal shall be deemed to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loansbe paid. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans Loan pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender due under such Lender's Revolving Note and shall no longer be owed to under the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were madeNote. Each Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including including, (i) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor WWI or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of WWI or any other Obligor, subsequent to the date of the making of a Swing Line Loan; (iv) the acceleration or maturity of any Obligations Loans or the termination of any the Revolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by WWI, any Loan Document by other Obligor or any Personother Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that (i) WWI or any Subsidiary is subject to any bankruptcy or insolvency proceedings as provided in Section 9.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the preceding clause. From and after the date on which any Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to WWI, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if it has elected after the occurrence of a Default not to make Swing Line Loans and has notified WWI in writing or by telephone of such election. The Swing Line Lender shall promptly give notice to the Lenders of such election not to make Swing Line Loans.

Swing Line Loans. (a) By telephonic notice notice, promptly followed (within three Business Days) by the delivery of a confirming Borrowing Request, to the Swing Line Lender on or before 12:00 noon (or later, if agreed to by the Swing Line Lender), New York time) , on a Business Day (followed (on Day, the same Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 200,000 and an integral multiple of $100,000. Each request by the Borrower for a Swing Line Loan shall constitute a representation and warranty by the Borrower that on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in SECTION 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in the Swing Line Lender. Agent preceding sentences, to the Borrower by wire transfer to the accounts the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) full Business Days, Days or (ii) after giving effect to any request for a Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur the aggregate principal amount of Revolving Loans and be continuing, then each Lender (other than Swing Line Loans outstanding to the Swing Line Lender) irrevocably agrees that it will, together with the Swing Line Lender's Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender's Percentage of the Revolving Loan Commitment Amount, the Swing Line Lender, at the any time in its sole and absolute discretion, may request of each Revolving Loan Lender, and each such Revolving Loan Lender, including the Swing Line Lender (and the Swing Line Lender agrees hereby agrees, to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall always be initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such the Swing Line Loans then ("REFUNDED SWING LINE LOANS") outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to on the date such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”)notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender (other than the Swing Line Lender) shall deposit in an account specified by the Swing Line Lender Administrative Agent to the Lenders from time to time the amount so requested in same day funds and funds, whereupon such funds shall be applied by immediately delivered to the Swing Line Lender (and not the Borrower) and applied to repay the Refunded Swing Line Loans. At On the time the Lenders make the above referenced day such Revolving Loans are made, the Swing Line Lender shall be deemed to have made, in consideration of the making Lender's Percentage of the Refunded Swing Line Loans, Revolving Loans in an amount equal shall be deemed to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loansbe paid. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans Loan pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender due under such Revolving Loan Lender's Revolving Note and shall no longer be owed to under the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were madeNote. Each Revolving Loan Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Loan Lender may have against the Swing Line Lender, any Obligor the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Obligor; (iv) the acceleration or maturity of any Obligations Loans or the termination of any the Revolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by the Borrower or any Loan Document by any Personother Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that (i) the Borrower or any Subsidiary is subject to any bankruptcy or insolvency proceedings as provided in SECTION 8.1.9 or (ii) the Swing Line Lender otherwise requests, each Revolving Loan Lender shall acquire without recourse or warranty an undivided participation interest equal to such Revolving Loan Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Revolving Loan Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Revolving Loan Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Revolving Loan Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Revolving Loan Lender pursuant to the preceding clause. From and after the date on which any Revolving Loan Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute to such Revolving Loan Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Loan Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; PROVIDED, HOWEVER, that in the event such payment received by the Swing Line Lender is required to be returned to the Borrower, such Revolving Loan Lender shall return to the Swing Line Lender the portion of any amounts which such Revolving Loan Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if it has elected after the occurrence of a Default not to make Swing Line Loans and has notified the Borrower in writing or by telephone of such election. The Swing Line Lender shall promptly give notice to the Lenders of such election not to make Swing Line Loans.

Swing Line Loans. (a) By telephonic notice Subject to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request)terms and conditions hereof, a US Agent agrees to make loans to US Borrower (or the Administrative Borrower on such herein called "US Swing Loans") upon US Borrower’s behalf) may 's request from time to time irrevocably request during the US Facility Commitment Period, provided that Swing Line Loans be made by (i) the Swing Line Lender in an US Facility Usage shall never exceed the US Maximum Credit Amount, and (ii) the aggregate minimum principal amount of $500,000 and US Swing Loans outstanding shall never exceed the US Swing Sublimit. The aggregate amount of all US Swing Loans in any Borrowing must be an integral multiple of US $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans100,000 which equals or exceeds US $1,000,000 or must equal the unadvanced portion of the US Maximum Credit Amount. The proceeds obligation of each Swing Line Loan shall be made available by the Swing Line Lender US Borrower to the applicable Borrower by wire transfer repay to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. US Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such US Swing Line Loans then outstanding or made by US Agent, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (Bherein called the "US Swing Note") if, for made by US Borrower payable to the order of US Agent in the form of Exhibit A-3 with appropriate insertions. The amount of principal owing on the US Swing Note at any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of given time shall be the aggregate principal amount of all US Swing Line Loans outstanding theretofore made by US Agent minus all payments of principal theretofore received by US Agent on the US Swing Note (in either case, such outstanding Swing Line Loans hereinafter referred including as a result of any refinancing pursuant to as the “Refunded Swing Line Loans”Section 1.8). On or before 11:00 a.m. (New York time) Interest on the first Business Day following receipt by each Lender of a request to make Revolving Loans US Swing Note shall accrue and be due and payable as provided in the preceding sentence, each Lender shall deposit in an account specified by the herein and therein. The US Swing Line Lender the amount so requested in same day funds and such funds Note shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender due and payable as provided herein and therein, and shall be deemed to have made, due and payable in consideration of full on the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal Tranche A Maturity Date. Subject to the terms and conditions hereof, US Borrower may borrow, repay, and reborrow US Swing Line Lender’s Percentage of Loans under the aggregate principal amount of US Agreement during the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any US Facility Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingPeriod.

Swing Line Loans. (a) By telephonic notice Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on may, in its sole discretion, make Swing Line Loans in Dollars to the same Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may Company from time to time irrevocably request on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans be made by exceeding $100,000,000 (the “Swing Line Sublimit”) or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender in shall not be required to make a Swing Line Loan to refinance an aggregate minimum principal amount of $500,000 outstanding Swing Line Loan. Within the foregoing limits and an integral multiple of $100,000subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate ABR Loans. The proceeds Immediately upon the making of each a Swing Line Loan Loan, each Lender shall be made available by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender to the applicable Borrower by wire transfer to the account a risk participation in such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Lender’s Percentage Loan. (b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the aggregate principal Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the Refunded requested Swing Line LoansLoan, which shall be a minimum of $50,000. Upon The Administrative Agent will promptly advise the making Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or deemed makingor, in the case of the a Swing Line Lender) Loan made to finance the reimbursement of any Revolving Loans pursuant to this clausean LC Disbursement as provided in Section 2.06(i), the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed by remittance to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in Issuing Bank) by 3:00 p.m. on the case requested date of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (ai) By telephonic notice Subject to the terms and conditions hereof, from time to time from the Effective Date to but excluding the fifth (5th) day prior to the Revolving Credit Maturity Date, Swing Line Lender agrees to make Swing Line Loans to Borrower in an aggregate principal amount at any one time Outstanding up to, but not exceeding Swing Line Commitment; provided, that in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the sum of (A) the Outstanding principal amount of the Revolving Loans and the Swing Line Loans (after giving effect to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing RequestLoan being requested), plus (B) the Outstanding Letters of Credit shall not exceed the aggregate Revolving Commitments of the Revolving Lenders or cause a Borrower (or violation of the Administrative Borrower on such Borrower’s behalf) may from covenant set forth in §9.2(b). If at any time to time irrevocably request that the aggregate principal amount of the Swing Line Loans be Outstanding at such time exceeds the Swing Line Commitment in effect at such time, Borrower shall promptly pay Agent for the account of Swing Line Lender the amount of such excess. Subject to the terms and conditions of this Agreement, Borrower may borrow, repay and reborrow Swing Line Loans hereunder. All Swing Line Loans heretofore made by the Swing Line Lender pursuant to the Original Credit Agreement which are Outstanding on the Effective Date shall be continued under this Agreement and shall be deemed to be Swing Line Loans hereunder. (ii) Swing Line Loans shall bear interest at a per annum rate equal to the rate of interest borne by Base Rate Loans. Interest payable on Swing Line Loans is solely for the account of Swing Line Lender, subject to the participation rights of each Revolving Lender that has fully funded its participation interest in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000such Swing Line Loans pursuant to §2.1(c)(v). All accrued and unpaid interest on Swing Line Loans shall be made as payable by Borrower on the dates and in the manner provided in §3 with respect to interest on Base Rate Loans (except as Swing Line Lender and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Borrower may otherwise agree in writing in connection with any particular Swing Line Loan). (iii) Each Swing Line Loan shall be made available in the minimum amount of $1,000,000 and integral multiples of $100,000 or such other minimum amounts agreed to by the Swing Line Lender and Borrower from time to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close time. Any voluntary prepayment of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any a Swing Line Loan shall must be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is in integral multiples of $100,000 or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all outstanding Swing Line Loans (or such other minimum amounts upon which Swing Line Lender and Borrower may agree in writing) and in connection with any such prepayment, Borrower must give Swing Line Lender prior written notice thereof no later than 10:00 a.m. (Cleveland time) on the date of such prepayment. (iv) Borrower agrees to repay each Swing Line Loan within five (5) days after the date such Swing Line Loan was made; provided, that the proceeds of a Swing Line Loan may not be used to repay a Swing Line Loan. Notwithstanding the foregoing, Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swing Line Loans then on the Revolving Credit Maturity Date (or such earlier date as Swing Line Lender and Borrower may agree in writing). In lieu of demanding repayment of any outstanding or Swing Line Loan from Borrower, Swing Line Lender may, on behalf of Borrower (B) ifwhich hereby irrevocably directs Swing Line Lender to act on its behalf for such purpose), for any reason, it cannot make request a borrowing of Base Rate Loans from the Revolving Loan, purchase a participation Lenders in an amount equal to the principal balance of such Lender’s Percentage of the aggregate principal amount of all Swing Line Loan, provided that the proposed advance of a Base Rate Loan meets all other requirements for such Advance in this Loan Agreement. The amount limitations of §2.6(a) shall not apply to any borrowing of Base Rate Loans outstanding (in either case, such outstanding made pursuant to this subsection. Swing Line Lender shall give notice to Agent of any such borrowing of Base Rate Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. not later than 12:00 noon (New York Cleveland time) on the first Business Day following receipt by each Lender proposed date of a request such borrowing and Agent shall give prompt notice of such borrowing to make the Revolving Loans as provided in the preceding sentenceLenders. No later than 2:00 p.m. (Cleveland time) on such date, each Revolving Lender shall deposit will make available to Agent at the Agent’s Head Office for the account of Swing Line Lender, in an account specified immediately available funds, the proceeds of the Base Rate Loan to be made by such Revolving Lender and, to the extent of such Base Rate Loan, such Revolving Lender’s participation in the Swing Line Lender the amount Loan so requested in same day funds and such funds repaid shall be applied deemed to be funded by such Base Rate Loan. Agent shall pay the proceeds of such Base Rate Loans to Swing Line Lender, which shall apply such proceeds to repay such Swing Line Loan. (v) At the time each Swing Line Loan is made, each Revolving Lender shall automatically (and without any further notice or action) be deemed to have purchased from Swing Line Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Revolving Commitment Percentage in such Swing Line Loan. If the Revolving Lenders are prohibited from making Revolving Loans required to be made under this subsection for any reason, including without limitation, the occurrence of any Default or Event of Default described in §12.1.(h) or §12.1.(i), upon notice from Agent or Swing Line Lender, each Revolving Lender severally agrees to pay to Agent for the account of Swing Line Lender to repay in respect of such participation the Refunded amount of such Lender’s Revolving Commitment Percentage of each outstanding Swing Line LoansLoan. At If such amount is not in fact made available to Agent by any Revolving Lender, Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with accrued interest thereon for each day from the date of demand thereof, at the Federal Funds Effective Rate. If such Revolving Lender does not pay such amount forthwith upon demand therefor by Agent or Swing Line Lender, and until such time as such Revolving Lender makes the Lenders make the above referenced Revolving Loans the required payment, Swing Line Lender shall be deemed to continue to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect the amount of which such unpaid participation obligation for all purposes of the Loan Documents (other than those provisions requiring the other Revolving Lenders to purchase a participation therein). Further, such Revolving Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Loans, and any other amounts due such Revolving Lender hereunder, to Swing Line Lender to fund Swing Line Loans were made. Each in the amount of the participation in Swing Line Loans that such Revolving Lender failed to purchase pursuant to this Section until such amount has been purchased (as a result of such assignment or otherwise). (vi) A Revolving Lender’s obligation to make the Revolving Loans (or purchase participations) referred to payments in this clause respect of a participation in a Swing Line Loan shall be absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including without limitation, (i) any set-offclaim of setoff, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have or claim against the Agent, Swing Line Lender, any Obligor Lender or any other Person for any reason whatsoever; , (ii) the occurrence or continuance continuation of a Default or Event of Default (including without limitation, any Default; (iiiof the Defaults or Events of Default described in §12.1.(h) any adverse change in the condition (financial or otherwise§12.1.(i)) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after Lender’s Revolving Commitment, (iii) the making existence (or alleged existence) of any Swing Line Loan; an event or condition which has had or could have a Material Adverse Effect, (viv) any breach of any Loan Document by Agent, any Person; Lender or any Loan Party or (viv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Committed Loan Borrowing Request), a Borrower (to the Swing Line Lender on or before 1:00 p.m., New York time, on the Administrative Borrower on such Borrower’s behalf) Business Day the proposed Swing Line Loan is to be made, the Company may from time to time irrevocably request that a Swing Line Loans Loan be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 and an 50,000 or any larger integral multiple of $100,00010,000. All Swing Line Loans shall be made in U.S. Dollars as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business 2:00 p.m., New York time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Swing Line Lender. Agent Company by wire transfer to the account the Company shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) three Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender with a U.S. Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and upon notice from the Swing Line Lender agrees to make Administrative Agent, unless such request by the fifth Business Day that any Swing Line Loan is outstanding)shall have been earlier repaid in full, (A) make a U.S. Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage in respect of the U.S. Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"); provided, that the Swing Line Lender shall not request, and no Lender with a U.S. Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the making of such Refunded Swing Line Loan, the sum of all Swing Line Loans and U.S. Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the U.S. Revolving Loan Commitment of the U.S. Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing U.S. Revolving Loan Commitment Amount. On or before 11:00 a.m. (12:00 noon, New York time) , on the first Business Day following receipt by each Lender of a request to make U.S. Revolving Loans as provided in the preceding sentence, each such Lender with a U.S. Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced U.S. Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a U.S. Revolving Loans Loan in an amount equal to the Swing Line Lender’s 's Percentage in respect of the U.S. Revolving Loan Commitment of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any U.S. Revolving Loans pursuant to this clauseclause (b), the amount so funded shall become an outstanding obligation to each as a U.S. Revolving Loan of such Lender and shall no longer be owed to the a Swing Line LenderLoan. All interest payable with respect to any U.S. Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such U.S. Revolving Loans were made. Each Lender’s 's obligation (in the case of Lenders with a U.S. Revolving Loan Commitment) to make the U.S. Revolving Loans (or purchase participations) referred to in this clause (b) 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 which such Lender may have against the Swing Line Lender, any Obligor the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Company or any other Obligor; (iv) the acceleration or maturity of any Obligations Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by any PersonBorrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a to CSFB on or before 2:00 p.m., New York time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender CSFB in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000500,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower CSFB, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in this clause to the Swing Line Lender. Agent Borrower by wire transfer to the account the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line LenderCSFB) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)CSFB, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS"). On or before 11:00 a.m. 2:00 p.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender CSFB the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender CSFB to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans the Swing Line Lender Loans, CSFB shall be deemed to have made, (in consideration of the making of the Refunded Swing Line Loans), Revolving Loans in an amount equal to the Swing Line Lender’s CSFB's Percentage (determined by reference to its Revolving Loan Commitment) of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line LenderCSFB) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Revolving Loan Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line LenderCSFB) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender CSFB had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line LenderCSFB, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to During the Commitment Period, the Swing Line Lender shall make revolving credit loans (the “Swing Line Loans”) to the Borrower on or before 12:00 noon (New York time) on a Business Day (followed (on the same any Business Day; provided that (i) by the delivery aggregate principal amount of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by shall not exceed the Swing Line Committed Amount, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Commitment Percentage of the Revolving Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment, (ii) with respect to the Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (iii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iv) the Swing Line Lender in an aggregate minimum principal amount of $500,000 shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and an integral multiple of $100,000binding absent manifest error) that it has, or by such Borrowing may have, Fronting Exposure. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Daily Floating Eurodollar Rate Loans, and may be repaid and reborrowed in accordance with the provisions hereof. The proceeds Immediately upon the making of each a Swing Line Loan Loan, each Lender shall be made available by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender to the applicable Borrower by wire transfer to the account a participation interest in such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the product of such Lender’s Revolving Commitment Percentage thereof. No Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making Loan shall remain outstanding for longer than five (or deemed making, in the case of the Swing Line Lender5) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingBusiness Days.

Swing Line Loans. (a) By telephonic notice to During the Commitment Period, the Swing Line Lender shall make revolving credit loans (the “Swing Line Loans”) to the Borrower on or before 12:00 noon (New York time) on a Business Day (followed (on the same any Business Day; provided that (i) by the delivery aggregate principal amount of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans shall not exceed an amount equal to fifteen percent (15%) of the Aggregate Revolving Commitments (as such amount may be made by adjusted in accordance with the provisions hereof, the “Swing Line Committed Amount”), (ii) with respect to the Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the lesser of (x) the Aggregate Revolving Committed Amount and (y) the Adjusted Borrowing Base Amount on such date, (iii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iv) the Swing Line Lender in an aggregate minimum principal amount of $500,000 shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and an integral multiple of $100,000binding absent manifest error) that it has, or by such Borrowing may have, Fronting Exposure. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Daily Floating Eurodollar Rate Loans, and may be repaid and reborrowed in accordance with the provisions hereof. The proceeds Immediately upon the making of each a Swing Line Loan Loan, each Lender shall be made available by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender to the applicable Borrower by wire transfer to the account a participation interest in such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the product of such Lender’s Revolving Commitment Percentage thereof. No Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making Loan shall remain outstanding for longer than five (or deemed making, in the case of the Swing Line Lender5) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingBusiness Days.

Swing Line Loans. (a) By telephonic notice Subject to the Swing Line Lender on or before 12:00 noon terms and conditions set forth herein (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Requestincluding Section 2.21), a in reliance upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by during the Swing Line Lender Revolving Availability Period, denominated in dollars, in an aggregate minimum principal amount at any time outstanding that will not result in (i) the outstanding Swingline Loans of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and the Swingline Lender exceeding its Swingline Commitment or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments then in effect; provided that the Swingline Lender shall not be entitled required to be converted into LIBO Rate Loansmake a Swingline Loan (x) to refinance an outstanding Swingline Loan or (y) if any Lender is at that time a Defaulting Lender and after giving effect to Section 2.21(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding. The proceeds of each Swing Line Loan shall be made available by Within the Swing Line Lender foregoing limits and subject to the applicable terms and conditions set forth herein, the Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certificationmay borrow, notice or other communication permitted to be made by telephone hereunder prepay and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingreborrow Swingline Loans. (b) If To request a Swingline Loan, the Borrower shall notify the Swingline Lender of such request (i) any Swing Line Loan shall be outstanding for more by telephone (confirmed in writing), not later than four (4) Business Days2:00 p.m., New York City time or (ii) any Swing Line by facsimile or other electronic transmission (confirmed by telephone), not later than 2:00 p.m., New York City time on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan is or will and (x) if the funds are not to be outstanding on credited to a date when a general deposit account of the Borrower requests that a Revolving Loan maintained with the Swingline Lender, the location and number of the Borrower’s account to which funds are to be madedisbursed, which shall comply with Section 2.06, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loany) in the case of any ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans LC Disbursement as provided in Section 2.05(f), the preceding sentence, each identity of the Issuing Bank that made such LC Disbursement. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration accounts of the making of Borrower maintained with the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making Swingline Lender or such other deposit account identified by Borrower (or deemed makingor, in the case of a Swingline Loan made to finance the Swing Line reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender) , specifying in such notice the currency and such Lender’s Applicable Percentage of any such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be paragraph is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds in the applicable currency, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (with references to 12:00 noon, New York City time, in such Section being deemed to be references to 3:00 p.m., New York City time) (and Section 2.06 shall apply, mutatis mutandis, to the 45 Blue Bird Body Company Credit Agreement payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such acceptance, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder. (e) The Borrower may terminate the appointment of any set-off, counterclaim, recoupment, defense or other right which Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Lender may have against the Swing Line Swingline Lender, any Obligor or any Person for any reason whatsoever; with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the occurrence or continuance fifth (5th) Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any Default; (iii) such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingadditional Swingline Loans.

Swing Line Loans. (a) By telephonic notice to During the Commitment Period, the Swing Line Lender shall make revolving credit loans (the “Swing Line Loans”) to the Borrower on or before 12:00 noon (New York time) on a Business Day (followed (on the same any Business Day; provided that (i) by the delivery aggregate principal amount of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans shall not exceed an amount equal to the greater of ten percent (10%) of the Aggregate Revolving Commitments or $25,000,000 (as such amount may be made by adjusted in accordance with the provisions hereof, the “Swing Line Committed Amount”), notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Commitment Percentage of the Revolving Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment, (ii) with respect to the Lenders collectively, the aggregate principal amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (iii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iv) the Swing Line Lender in an aggregate minimum principal amount of $500,000 shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and an integral multiple of $100,000binding absent manifest error) that it has, or by such Borrowing may have, Fronting Exposure. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Daily Floating Eurodollar Rate Loans, and may be repaid and reborrowed in accordance with the provisions hereof. The proceeds Immediately upon the making of each a Swing Line Loan Loan, each Lender shall be made available by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender to the applicable Borrower by wire transfer to the account a participation interest in such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the product of such Lender’s Revolving Commitment Percentage thereof. No Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making Loan shall remain outstanding for longer than five (or deemed making, in the case of the Swing Line Lender5) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingBusiness Days.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a to Scotiabank on or before 12:00 noon, New York time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender Scotiabank in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Scotiabank, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in this clause to the Swing Line Lender. Agent Borrower by wire transfer to the account the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, ; (ii) any Swing Line Loan is or will be outstanding on a date when a the Borrower requests that a Revolving Loan be made, or ; or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line LenderScotiabank) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Scotiabank, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS"). On or before 11:00 a.m. 1:00 p.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender Scotiabank the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender Scotiabank to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans the Swing Line Lender Loans, Scotiabank shall be deemed to have made, (in consideration of the making of the Refunded Swing Line Loans), Revolving Loans in an amount equal to the Swing Line Lender’s Scotiabank's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line LenderScotiabank) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Revolving Loan Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line LenderScotiabank) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender Scotiabank had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line LenderScotiabank, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) not later than 1:00 p.m. on a Business Day (followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,00050,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Eurodollar Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such the Borrower shall have specified in its notice therefor by the close of business not later than 4:00 p.m. on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) three Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a the Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Lender, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Revolving Loan Percentage of the aggregate principal amount of all such Swing 37 71 Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"). On or before 11:00 a.m. (New York time) Not later than 1:00 p.m. on the first Business Day following receipt by each Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Loan Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s 's RL Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clauseclause (b), the amount so funded shall become an outstanding obligation to each Lender under such Revolving Loan Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause (b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within three Business DayDays) by the delivery of a confirming Borrowing Request), to the Swing Line Lender on or before 11:00 a.m., New York time, on a Borrower (or the Administrative Borrower on such Borrower’s behalf) Business Day, WWI may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 200,000 and an integral multiple of $100,000. Each request by WWI for a Swing Line Loan shall constitute a representation and warranty by WWI that on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in Section 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in the Swing Line Lender. Agent preceding sentences, to WWI by wire transfer to the accounts WWI shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) full Business Days, Days or (ii) after giving effect to any request for a Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur the aggregate principal amount of Revolving Loans and be continuing, then each Lender (other than Swing Line Loans outstanding to the Swing Line Lender) irrevocably agrees that it will, together with the Swing Line Lender’s Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender’s Percentage of the Revolving Loan Commitment Amount, the Swing Line Lender, at the any time in its sole and absolute discretion may request of each Lender that has a Revolving Loan Commitment, and each such Lender, including the Swing Line Lender (and the Swing Line Lender agrees hereby agrees, to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall always be initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such the Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”)) outstanding on the date such notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Lender) shall deposit in an account specified by the Swing Line Lender Administrative Agent to the Lenders from time to time the amount so requested in same day funds and funds, whereupon such funds shall be applied by immediately delivered to the Swing Line Lender (and not WWI) and applied to repay the Refunded Swing Line Loans. At On the time the Lenders make the above referenced day such Revolving Loans the Swing Line Lender shall be deemed to have are made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line LoansLoans shall be deemed to be paid. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans Loan pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender due under such Lender’s Revolving Note and shall no longer be owed to under the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were madeNote. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including including, (i) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor WWI or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of WWI or any other Obligor, subsequent to the date of the making of a Swing Line Loan; (iv) the acceleration or maturity of any Obligations Loans or the termination of any the Revolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by WWI, any Loan Document by other Obligor or any Personother Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that (i) WWI or any Subsidiary is subject to any bankruptcy or insolvency proceedings as provided in Section 9.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender’s Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender’s Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the preceding clause. From and after the date on which any Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to WWI, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if it has elected after the occurrence of a Default not to make Swing Line Loans and has notified WWI in writing or by telephone of such election. The Swing Line Lender shall promptly give notice to the Lenders of such election not to make Swing Line Loans.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) 11:00 a.m. on a Business Day (which shall be London time, in the case of Other Currency Swing Line Loans) (followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request, with the Swing Line Lender to be fully protected with respect to any disputes regarding telephonic notices), a any Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans or Other Currency Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of the Dollar Equivalent of $500,000 2,000,000 and an integral multiple of the Dollar Equivalent of $100,0001,000,000. In the case of Other Currency Swing Line Loans only, such telephonic notice and confirmatory Borrowing Request shall specify whether the Interest Period applicable to such Other Currency Swing Line Loan shall consist of one, two, three or four days. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. All Other Currency Swing Line Loans shall be initially made as LIBO Rate Loans and shall not be entitled to be converted into Base Rate Loans. The proceeds of each Swing Line Loan and each Other Currency Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower requesting such Loans by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan or any Other Currency Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan or any Other Currency Swing Line Loan is or will be outstanding on a date when a any Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Lender, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage and the Dollar Equivalent of the aggregate principal amount of all such Other Currency Swing Line Loans then outstanding (in either case, such outstanding Swing Line Loans and such outstanding Other Currency Swing Line Loans are hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Loan Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded $$/BREAK/$$END Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Revolving Loan Lender’s Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans and Other Currency Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan or any Other Currency Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice Subject to the Swing Line Lender on or before 12:00 noon terms and conditions set forth herein (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Requestincluding Section 2.22), a in reliance upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by during the Swing Line Lender Revolving Availability Period, denominated in dollars, in an aggregate minimum principal amount at any time outstanding that will not result in (i) the outstanding Swingline Loans of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and the Swingline Lender exceeding its Swingline Commitment or (ii) the aggregate U.S. Revolving Exposures exceeding the aggregate U.S. Revolving Commitments; provided that the Swingline Lender shall not be entitled required to be converted into LIBO Rate Loansmake a Swingline Loan (x) to refinance an outstanding Swingline Loan or (y) if any Lender is at that time a Defaulting Lender and after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding. The proceeds of each Swing Line Loan shall be made available by Within the Swing Line Lender foregoing limits and subject to the applicable terms and conditions set forth herein, the Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certificationmay borrow, notice or other communication permitted to be made by telephone hereunder prepay and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingreborrow Swingline Loans. (b) If To request a Swingline Loan, the Borrower shall notify the Swingline Lender of such request (i) any Swing Line by telephone (confirmed in writing), not later than 2:00 p.m., Local Time, or, if agreed by the Swingline Lender, 2:00 p.m., Local Time (in the case of a Swingline Loan shall be outstanding for more than four (4denominated in dollars) Business Days, or (ii) any Swing Line by facsimile or other electronic transmission (confirmed by telephone), not later than 2:00 p.m., Local Time, or, if agreed by the Swingline Lender, 2:00 p.m., Local Time on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan is or will and (x) if the funds are not to be outstanding on credited to a date when a general deposit account of the Borrower requests that a Revolving Loan maintained with the Swingline Lender, the location and number of the Borrower’s account to which funds are to be madedisbursed, which shall comply with Section 2.06, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loany) in the case of any ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans LC Disbursement as provided in Section 2.05(f), the preceding sentence, each identity of the Issuing Bank that made such LC Disbursement. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration accounts of the making of Borrower maintained with the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making Swingline Lender or such other deposit account identified by Borrower (or deemed makingor, in the case of a Swingline Loan made to finance the Swing Line reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., Local Time, on any Business Day require the U.S. Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which U.S. Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each U.S. Revolving Lender) , specifying in such notice the currency and such Lender’s Applicable Percentage of any such Swingline Loan or Swingline Loans. Each U.S. Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each U.S. Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be paragraph is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor occurrence and continuance of a Default or any Person for any reason whatsoever; (ii) the occurrence reduction or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of the Revolving Commitments, and that each such payment shall be made without any Commitment after the making offset, abatement, withholding or reduction whatsoever. Each U.S. Revolving Lender shall comply with its obligation under this paragraph by wire transfer of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.immediately available funds in the

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or to the Swing Line Lender and the Administrative Agent on or before 10:00 a.m., Designated City time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower on such Borrower’s behalf) may from time to time irrevocably request that a Swing Line Loans Loan be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 and an or any larger integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business 3:00 p.m., Designated City time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Swing Line Lender. Agent Borrower by wire transfer to the account the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and upon notice from the Swing Line Lender agrees to make Administrative Agent, unless such request by the fifth Business Day that any Swing Line Loan is outstanding)shall have been earlier repaid in full, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"); provided, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the making of such Refunded Swing Line Loan, the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. (New York 12:00 p.m., Designated City time) , on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loans Loan in an amount equal to the Swing Line Lender’s 's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clauseclause (b), the amount so funded shall become an outstanding obligation to each as a Revolving Loan of such Lender and shall no longer be owed to the extent to made (or deemed made, in the case of the Swing Line Lender) shall no longer constitute a portion of the applicable Swing Line Loan. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s 's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans (or purchase participations) referred to in this clause (b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Obligor; (iv) the acceleration or maturity of any Obligations Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any PersonLender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (ai) By Subject to the terms and conditions hereof, the Swing Line Lender may in its discretion make swing line loans in Dollars (the “Swing Line Loans”) to the Borrowers from time to time during the Commitment Period in an aggregate outstanding principal amount up to the amount of the Swing Line Commitment as requested by the Borrowers and agreed to by the Swing Line Lender; provided, that, no Swing Line Loan shall be made if, after giving effect to the making of such Swing Line Loan and the simultaneous application of the proceeds thereof, (x) the aggregate principal amount of all outstanding Swing Line Loans plus the aggregate Dollar Equivalent principal amount of all outstanding Revolver Loans plus the aggregate amount of the Letter of Credit Obligations then outstanding, would exceed the Total Commitments or (y) the aggregate Dollar Equivalent principal amount of all Revolver Loans made by a Lender plus such Lender’s Commitment Percentage of the principal amount of Swing Line Loans and the Letter of Credit Obligations then outstanding would exceed its Commitment. Within the foregoing limits, the Borrowers may during the Commitment Period borrow, repay and reborrow under the Swing Line Commitment, subject to and in accordance with the terms and limitations hereof. Each Swing Line Loan shall be in an original principal amount of $100,000 or in integral multiples of $50,000 in excess thereof. The interest rate for a Swing Line Loan shall be (i) the Base Rate plus the Applicable Margin for Base Rate Loans, (ii) such rate that is mutually agreed to by the Borrowers and the Swing Line Lender in writing at or prior to the time such Swing Line Loan is made or (iii) if the Cash Management Agreements (as defined in clause (vii) below) are in effect, at the LIBOR based rate (determined in accordance with the Cash Management Agreements) plus the Applicable Margin. Interest on the Swing Line Loans shall be paid in accordance with Sections 2.9 and 2.10 hereof. All Swing Line Loans shall be repaid on the Termination Date and as otherwise provided in this Section 2.1(c). (ii) The Borrowers may request a Swing Line Loan to be made on any Business Day. Each request for a Swing Line Loan shall be in the form of a Notice of Borrowing (or a request by telephone immediately confirmed in writing, it being understood that the Swing Line Lender may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation) and received by the Administrative Agent not later than twelve o’clock noon (12:00). (Philadelphia time) on the Business Day such Swing Line Loan is to be made (or such later time as the Swing Line Lender shall agree), specifying in each case (i) the amount to be borrowed and (ii) the requested borrowing date. The request for such Swing Line Loan shall be irrevocable. Provided that all applicable conditions precedent contained herein have been satisfied, the Swing Line Lender shall, not later than 4:00 p.m., Philadelphia time, on the date specified in the Borrowers’ request for such Swing Line Loan, make such Swing Line Loan by crediting the Borrowers’ deposit account with the Swing Line Lender or as otherwise directed by the Borrowers. (iii) The obligation of the Borrowers to repay the Swing Line Loans shall be evidenced by a promissory note of the Borrowers dated the date hereof, payable to the order of the Swing Line Lender in the principal amount of the Swing Line Commitment and substantially in the form of Exhibit A-2 (as amended, supplemented or otherwise modified from time to time, the “Swing Line Note”). Subject to Section 2.22(a), the obligation of the Borrowers to repay the Swing Line Loans shall be joint and several. (iv) The Borrowers shall have the right at any time and from time to time to prepay the Swing Line Loans, in whole or in part, without premium or penalty (but in any event subject to Section 2.18 except in the case of Swing Line Loans bearing interest based on the Base Rate), upon prior written, facsimile or telephonic notice to the Swing Line Lender on or before 12:00 noon (New York given no later than 11:00 a.m., Philadelphia time) on a Business Day (followed (, on the same Business Day) by date of any proposed prepayment (each such date, a “Swing Line Prepayment Date”). Each notice of prepayment shall specify the delivery amount to be prepaid (which, except in the case of a confirming Borrowing Requestpayment in full, shall be in the principal amount of $100,000 or in integral multiples of $50,000 in excess thereof), a Borrower (or shall be irrevocable and shall commit the Borrowers to prepay such amount on such date, with accrued interest thereon and any amounts owed under Section 2.18 hereof. Unless the Borrowers shall have notified the Administrative Borrower on Agent prior to 11:00 a.m., Philadelphia time, that the Borrowers intend to prepay such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans with funds other than the proceeds of a Revolver Loan or shall have requested in accordance with section 2.4 hereof the making of a LIBOR Loan in Dollars to make such prepayment, the Borrowers shall be made deemed to have given notice to the Administrative Agent requesting the Lenders to make Revolver Loans which shall earn interest based on the Base Rate in an aggregate amount equal to the principal amount of such Swing Line Loans being prepaid plus interest thereon, and, subject to satisfaction or waiver of the conditions specified in Section 4.2, the Lenders shall, on such Swing Line Prepayment Date, make Revolver Loans, which shall earn interest based on the Base Rate, in an aggregate amount equal to the principal amount of such Swing Line Loans plus accrued interest thereon, the proceeds of which shall be applied directly by the Administrative Agent to repay the Swing Line Lender for such Swing Line Loans plus accrued interest thereon; provided, that if for any reason the proceeds of such Revolver Loans are not received by the Swing Line Lender on such Swing Line Prepayment Date in an aggregate minimum amount equal to the principal amount of $500,000 and an integral multiple of $100,000. All such Swing Line Loans being prepaid plus accrued interest, the Borrowers shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by reimburse the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by immediately following such Swing Line Prepayment Date, in same day funds, in a principal amount equal to the excess of the principal amount of such Swing Line Loans and accrued interest thereon over the aggregate principal amount of such Revolver Loans, if any, received. (v) In the event the Commitments are terminated in accordance with the terms hereof, the Swing Line LenderCommitment shall also be terminated automatically. Agent shall be entitled In the event the Borrowers reduce the aggregate Commitment of all of the Lenders to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other less than the Swing Line LenderCommitment, the Swing Line Commitment shall immediately be reduced to an amount equal to the aggregate Commitment. In the event the Borrowers reduce the aggregate Commitment to less than the outstanding principal amount of the Swing Line Loans, the Borrowers shall immediately repay the amount by which the outstanding principal amount of the Swing Line Loans exceeds the Swing Line Commitment as so reduced plus accrued interest thereon and any amounts owed under Section 2.18 hereof. (vi) irrevocably agrees In the event that it will, at the request of Borrowers shall fail to repay to the Swing Line Lender (and x) the outstanding Swing Line Lender agrees to make such request by Loans together with all accrued interest thereon on the fifth Business Day that Termination Date, (y) the amount of any Swing Line Loan is outstandingdue on any Swing Line Prepayment Date (including accrued interest thereon), or (Az) make a Revolving any amounts required under subsection 2.1(v), the Administrative Agent shall promptly notify each Lender of the unpaid amount of such Swing Line Loan (which shall initially be funded as a Base Rate Loanincluding accrued interest thereon) and of such Lender’s respective participation therein in an amount equal to such Lender’s Commitment Percentage of such amount. Each Lender shall make available to the aggregate principal amount of all such Administrative Agent for payment to the Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in Lender an amount equal to such Lender’s Percentage its respective participation therein (including, without limitation, its pro rata share of accrued but unpaid interest thereon, provided that the interest rate payable by the Lenders shall not exceed the Base Rate), in same day funds, at the office of the aggregate principal amount of all Swing Line Loans outstanding (Administrative Agent specified in either casesuch notice. If such notice is delivered by the Administrative Agent by 11:00 a.m., such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York Philadelphia time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by make funds available to the Swing Line Administrative Agent on that Business Day. If such notice is delivered after 11:00 a.m., Philadelphia time, each Lender shall make funds available to the Administrative Agent on the next Business Day. In the event that any Lender fails to make available to the Administrative Agent the amount so requested of such Lender’s participation in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans unpaid amount as provided herein, the Swing Line Lender shall be deemed entitled to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the Swing Line Lender’s Federal Funds Effective Rate for each day during the period between the Business Day such payment is due in accordance with the terms of this subsection 2.1(c)(vi) and the date on which such Lender makes available its participation in such unpaid amount. The failure of any Lender to make available to the Administrative Agent its Commitment Percentage of any such unpaid amount shall not relieve any other Lender of its obligations hereunder to make available to the aggregate principal Administrative Agent its Commitment Percentage of such unpaid amount on the Business Day such payment is due in accordance with the terms of the Refunded Swing Line Loansthis subsection 2.1(c)(vi). Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded The Administrative Agent shall become an outstanding obligation promptly distribute to each Lender and shall no longer be owed to the Swing Line Lender. All interest which has paid all amounts payable by it under this subsection 2.1(c)(vi) with respect to the unpaid amount of any Revolving Loans made (or deemed madeSwing Line Loan, such Lender’s Commitment Percentage of all payments received by the Administrative Agent from the Borrowers in repayment of such Swing Line Loan when such payments are received; provided, however, that in the case of event that any payment received by the Swing Line Lender) pursuant to this clause Lenders shall be appropriately adjusted required to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause 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 which such Lender may have against the Swing Line Lender, any Obligor or Lender receiving any Person portion of such payment shall be required to return to the Swing Line Lender such portion thereof previously distributed to it. Notwithstanding anything to the contrary herein, each Lender which has paid all amounts payable by it under this Section 2.1(c)(vi) shall have a direct right to repayment of such amounts from the Borrowers subject to the procedures for any reason whatsoever; repaying Lenders set forth in this Section 2.1(c)(vi) and the provisions of Section 9.8. (iivii) In addition to making Swing Line Loans pursuant to the occurrence or continuance foregoing provisions of this Section 2.1(c), without the requirement for a specific request from the Borrowers pursuant to subsection 2.1(c)(ii), the Swing Line Lender may make Swing Line Loans to the Borrowers in accordance with the provisions of any Default; agreements between one or more of the Borrowers and the Swing Line Lender relating to the Borrowers’ deposit, sweep and other accounts at the Swing Line Lender and related arrangements and agreements regarding the management and investment of the Borrowers’ cash assets as in effect from time to time (iiithe “Cash Management Agreements”) any adverse change to the extent of the daily aggregate net negative balance in the condition (financial or otherwise) Borrowers’ accounts which are subject to the provisions of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Cash Management Agreements. Swing Line Loan; Loans made pursuant to this subsection 2.1(c)(vii) in accordance with the provisions of the Cash Management Agreements shall (u) be subject to the limitations as to aggregate amount set forth in subsection 2.1(c)(i), (v) not be subject to the limitations as to individual amount set forth in subsection 2.1(c)(i), (w) be payable by the Borrowers, both as to principal and interest, at the times set forth in the Cash Management Agreements (but in no event later than the Termination Date), (x) not be made at any breach time after the Swing Line Lender has written notice of the occurrence and during the continuance of a Default or Event of Default, (y) if not repaid by the Borrowers in accordance with the provisions of the Cash Management Agreements, be subject to each Lender’s obligation to purchase participating interests therein pursuant to subsection 2.1(c)(vi), and (z) except as provided in the foregoing subsections (v) through (z), be subject to all of the terms and conditions of this Section 2.1(c). (viii) The Borrowers hereby jointly and severally indemnify the Swing Line Lender, its affiliates and their respective directors, officers, agents and employees against any Loan Document by any Person; cost, expense (including reasonable counsel fees and expenses), claim, demand, action, loss or liability (vi) any other circumstance, happening or event whatsoever, whether or not similar to except any of the foregoingforegoing that results from the indemnitees’ gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Section 2.1(c) or any action taken or omitted by such indemnitees hereunder.

Swing Line Loans. (a) By telephonic notice So long as Wachovia is the Swing Line Lender, the Commitment Termination Date shall not have occurred and the Swing Line Account Agreement shall not have been terminated, all Swing Line Loans shall be requested or deemed requested by the Borrower pursuant to the Swing Line Account Agreement and all Borrowings of Swing Line Loans under this Agreement shall be made in accordance with the Swing Line Account Agreement. In the event Wachovia ceases to be the Swing Line Lender or the Swing Line Loan Account Agreement has been terminated, so long as the Commitment Termination Date shall not have occurred, Swing Line Loans may be requested by same day telephonic notice (followed by written confirmation no later than the next succeeding Business Day) on or before 12:00 noon (New York time) on a the Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time Swing Line Loan is requested to time irrevocably request be made; provided that all such Swing Line Loans shall be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 10,000 and an integral multiple of at least $100,00010,000. All Swing Line Loans shall be made and maintained as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by to the Borrower as provided in the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingAccount Agreement. (b) If (i) for any period of five consecutive Business Days, Swing Line Loan Loans shall be outstanding for more than four (4) Business Days, in an aggregate principal amount in excess of $1,000,000 or (ii) any Swing Line Loan is or will be outstanding on Default (other than a date when a Borrower requests that a Revolving Loan be made, or (iiiDefault of the nature set forth in Section 8.1.9) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it willshall be obligated, at the request of the Swing Line Lender (and the Swing Line Lender agrees without any further action or notice, to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such new Revolving Loan being herein referred to as a "Refunding Loan"); provided, however, that (x) for purposes of clause (i) above, the Borrower shall be obligated to give notice to the Administrative Agent on or before the first Business Day following any such period of five consecutive Business Days when the aggregate outstanding principal amount of Swing Line Loans has exceeded $1,000,000, which notice shall be accompanied by a Borrowing Request requesting a Borrowing of Refunding Loans as required above, and (y) no Lender shall be required to make any Refunding Loan if, after giving effect thereto, (A) the sum of all outstanding Refunding Loans made by such Lender would exceed such Lender's Percentage of the Swing Line Loan Commitment Amount or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount sum of all Swing Line Loans outstanding (in either caseand Revolving Loans made by such Lender, plus such outstanding Swing Line Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. The Administrative Agent shall promptly notify the other Lenders of the Borrowing Request for Refunding Loans hereinafter referred to as the “Refunded Swing Line Loans”). On described above, and, on or before 11:00 10:00 a.m. (New York Atlanta, Georgia time) on the first Business Day following receipt such notice to the Lenders by each Lender of a request to make Revolving Loans as provided in the preceding sentenceAdministrative Agent, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested required pursuant to the previous sentence in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded outstanding Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans Refunding Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loans Loan in an amount equal to the Swing Line Lender’s 's Percentage of the aggregate principal amount of the Refunded outstanding Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clauseclause (b), the amount so funded shall become an outstanding obligation to each Lender under such Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation Any term or provision of this Agreement to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstancecontrary notwithstanding, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.parties hereto agree that:

Swing Line Loans. (a) By telephonic notice Upon the terms and subject to the conditions hereof, and in reliance upon the representations and warranties herein set forth, NationsBank agrees to make a loan or loans to the Borrower (each a "Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on Loan" and collectively, the same Business Day) by the delivery of a confirming Borrowing Request"Swing Line Loans"), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that which Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans (i) shall be made as Base Rate Loans; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding the amount of the Aggregate Revolving Commitments minus the aggregate principal amount of all Revolving Loans then outstanding, the Stated Amount of all Letters of Credit, and, to the extent not included in the amount of such Revolving Loans or Letters of Credit, the amount of all Unpaid Drawings; (iv) shall not exceed Five Million Dollars ($5,000,000.00) in aggregate principal amount at any time outstanding; (v) shall be made in accordance with any autoborrow service agreement between the Borrower and NationsBank; and (vi) shall not be entitled to be converted into LIBO Rate Loans. The proceeds made after NationsBank has received written notice from the Required Lenders that a Default or Event of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If On any Business Day, NationsBank may, in its sole discretion, give notice to the Agent and the Lenders (other than NationsBank) that its outstanding Swing Line Loans shall be funded with a borrowing of Revolving Loans (PROVIDED that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default), in which case a borrowing of Revolving Credit Loans constituting Base Rate Loans shall be made on the immediately succeeding Business Day by all of the Lenders ratably based upon each Lender's Revolving Commitment Percentage, and the proceeds thereof shall be applied directly to repay NationsBank for such outstanding Swing Line Loans. Each Lender hereby irrevocably agrees to make Base Rate Loans upon one (1) Business Day's notice in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Agent notwithstanding (i) any Swing Line Loan shall be outstanding for more than four (4) Business Daysthat the amount of such borrowing may not comply with the minimum borrowing amounts otherwise required hereunder, (ii) whether any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be madeconditions specified in Section 5.2 are then satisfied, or (iii) any whether a Default shall occur or Event of Default has occurred and be is continuing, then and (iv) any reduction in the Aggregate Revolving Commitments after any such Swing Line Loans were made. In the event that any borrowing pursuant to this Section 2.3 cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Lender (other than NationsBank) hereby agrees that it shall forthwith purchase from NationsBank (without recourse or warranty) such assignment of the outstanding Swing Line Loans as shall be necessary to cause the Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages, PROVIDED that all interest payable on the Swing Line LenderLoans shall be for the account of NationsBank until the date the respective Revolving Loan is purchased and, to the extent attributable to the purchased Revolving Loan, shall be payable to the Lender purchasing such Revolving Loan from and after such date of purchase. (c) irrevocably agrees that Whenever the Borrower desires to borrow a Swing Line Loan hereunder, it willshall deliver to NationsBank irrevocable notice thereof (which notice may be in writing or by telecopy, at telex or telegraph, or by telephone, if immediately confirmed in writing, substantially in the request form of a Notice of Borrowing) not later than 1:00 p.m., Eastern Time, on the proposed borrowing date. Such notice shall specify (i) the date of such borrowing and (ii) the amount of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within three Business DayDays) by the delivery of a confirming Borrowing Request), to the Swing Line Lender on or before 11:00 a.m., New York time, on a Business Day, the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 200,000 and an integral multiple of $100,000. All Each request by the Borrower for a Swing Line Loans Loan shall be constitute a representation and warranty by the Borrower that on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made as Base Rate Loans in Section 5.2.1 are true and shall not be entitled to be converted into LIBO Rate Loanscorrect. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in the Swing Line Lender. Agent preceding sentences, to the Borrower by wire transfer to the accounts the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) full Business Days, Days or (ii) after giving effect to any request for a Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur the aggregate principal amount of Revolving Loans and be continuing, then each Lender (other than Swing Line Loans outstanding to the Swing Line Lender) irrevocably agrees that it will, together with the Swing Line Lender’s Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender’s Percentage of the Revolving Loan Commitment Amount, the Swing Line Lender, at the any time in its sole and absolute discretion, may request of each Lender that has a Revolving Loan Commitment, and each such Lender, including the Swing Line Lender (and the Swing Line Lender agrees hereby agrees, to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such the Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”)) outstanding on the date such notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Lender) shall deposit in an account specified by the Swing Line Lender Administrative Agent to the Lenders from time to time the amount so requested in same day funds and funds, whereupon such funds shall be applied by immediately delivered to the Swing Line Lender (and not the Borrower) and applied to repay the Refunded Swing Line Loans. At On the time the Lenders make the above referenced day such Revolving Loans the Swing Line Lender shall be deemed to have are made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line LoansLoans shall be deemed to be paid. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans Loan pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender due under such Lender’s Revolving Note and shall no longer be owed to under the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were madeNote. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause 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 which such Lender may have against the Swing Line Lender, any Obligor the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Obligor, including a reduction in the Borrowing Base Amount subsequent to the date of the making of a Swing Line Loan; (iv) the acceleration or maturity of any Obligations Loans or the termination of any the Revolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by the Borrower or any Loan Document by any Personother Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that (i) Aegis, the Borrower or any of their Subsidiaries is subject to any bankruptcy or insolvency proceedings as provided in Section 8.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender’s Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender’s Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the preceding clause. From and after the date on which any Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to the Borrower, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if it has elected after the occurrence of a Default not to make Swing Line Loans and has notified the Borrower in writing or by telephone of such election. The Swing Line Lender shall promptly give notice to the Lenders of such election not to make Swing Line Loans.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or to the Swing Line Lender and the Administrative Agent on or before 2:00 p.m., New York time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower on such Borrower’s behalf) may from time to time irrevocably request that a Swing Line Loans Loan be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 and an or any larger integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business 3:00 p.m., New York time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Swing Line Lender. Agent Borrower by wire transfer to the account the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and upon notice from the Swing Line Lender agrees to make Administrative Agent, unless such request by the fifth Business Day that any Swing Line Loan is outstanding)shall have been earlier repaid in full, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) (each such Revolving Loan, a "Swing Line Refunding Loan") in an amount equal to such Lender’s 's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"); provided that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Swing Line Refunding Loan if, after giving effect to the making of such Swing Line Refunding Loan, the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. (12:00 p.m., New York time) time on the first Business Day following receipt by each Lender with a Revolving Loan Commitment of a request to make Revolving Swing Line Refunding Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans Swing Line Refunding Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans a Swing Line Refunding Loan in an amount equal to the Swing Line Lender’s 's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans Swing Line Refunding Loan pursuant to this clauseclause (b), the amount so funded shall become an outstanding obligation to each as a Revolving Loan of such Lender and shall no longer be owed to the extent to made (or deemed made, in the case of the Swing Line Lender) shall no longer constitute a portion of the applicable Swing Line Loan. All interest payable with respect to any Revolving Swing Line Refunding Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Swing Line Refunding Loans were made. Each Lender’s 's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Swing Line Refunding Loans (or purchase participations) referred to in this clause (b) 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 which such Lender may have against the Swing Line Lender, any Obligor the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Obligor; (iv) the acceleration or maturity of any Obligations Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any PersonLender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By Subject to the terms and conditions hereof, the Swing Line Bank may in its discretion make swing line loans (the "Swing Line Loans") to the Borrower from time to time until the Termination Date or until the Swing Line Commitment is terminated in accordance with the terms hereof in the aggregate up to the amount of the Swing Line Commitment for periods requested by the Borrower and agreed to by the Swing Line Bank; provided, that, no Swing Line Loan shall be made if, after giving effect to the making of such Loan and the simultaneous application of the proceeds thereof, the Total Exposure would exceed the Total Commitment. Within the foregoing limits, the Borrower may borrow, repay and reborrow under the Swing Line Commitment, subject to and in accordance with the terms and limitations hereof. (b) The Borrower may request a Swing Line Loan to be made on any Business Day. Each request for a Swing Line Loan shall be in writing (or by telephone promptly confirmed in writing) and delivered to the Swing Line Bank not later than 12:00 noon, Philadelphia time, on the Business Day such Swing Line Loan is to be made, specifying in each case (i) the amount to be borrowed, (ii) the requested borrowing date, (iii) whether the interest rate applicable to such Swing Line Loan is to be: (A) the Federal Funds Effective Rate plus seventy five basis points (.75%) or (B) an interest rate mutually agreed upon by the Borrower and the Swing Line Bank and (iv) the date such Swing Line Loan is to be repaid (the "Swing Line Repayment Date"). The request for such Swing Line Loan shall be irrevocable. Provided that all applicable conditions precedent contained in Section 4.2 hereof have been satisfied, the Swing Line Bank shall, not later than 4:00 p.m., Philadelphia time, on the date specified in the Borrower's request for such Swing Line Loan, make such Swing Line Loan by crediting the Borrower's deposit account with the Swing Line Bank. (c) The obligation of the Borrower to repay the Swing Line Loans shall be evidenced by a promissory note of the Borrower dated the date hereof, payable to the order of the Swing Line Bank in the principal amount of the Swing Line Commitment and substantially in the form of Exhibit B-2 (as amended, supplemented or otherwise modified from time to time, the "Swing Line Note"). (d) Interest shall accrue on the outstanding principal balance of a Swing Line Loan at the interest rate chosen by the Borrower in accordance with Section 2.2(b) with respect to such Swing Line Loan and shall be payable on each applicable Interest Payment Date and upon the repayment of such Swing Line Loan. (e) A Swing Line Loan shall be repaid on the earlier of (i) the Termination Date and (ii) the Swing Line Repayment Date for such Swing Line Loan. Unless the Borrower shall have notified the Agent prior to 11:00 a.m., Philadelphia time, on such Swing Line Repayment Date that the Borrower intends to repay such Swing Line Loan with funds other than the proceeds of a Revolving Credit Loan, the Borrower shall be deemed to have given notice to the Agent requesting the Banks to make a Revolving Credit Loan which shall be a Base Rate Borrowing in accordance with Section 2.1 on the Swing Line Repayment Date in an aggregate amount equal to the amount of such Swing Line Loan plus interest thereon, and (A) subject to satisfaction or waiver of the conditions specified in Section 4.2, the Banks shall, on the Swing Line Repayment Date, make a Revolving Credit Loan which shall be a Base Rate Borrowing, in an aggregate amount equal to the amount of such Swing Line Loan plus interest thereon, the proceeds of which shall be applied directly by the Agent to repay the Swing Line Bank for such Swing Line Loan plus accrued interest thereon; and provided, further, that if for any reason the proceeds of such Base Rate Borrowing are not received by the Swing Line Bank on the Swing Line Repayment Date in an aggregate amount equal to the amount of such Swing Line Loan plus accrued interest, the Borrower shall reimburse the Swing Line Bank on the day immediately following the Swing Line Repayment Date, in same day funds, in an amount equal to the excess of the amount of such Swing Line Loan over the aggregate amount of such Base Rate Borrowing, if any, received plus accrued interest thereon. (f) In the event that the Borrower shall fail to repay the Swing Line Bank as provided in Section 2.2(e) in an amount equal to the amount required under Section 2.2(e), the Agent shall promptly notify each Bank of the unpaid amount of such Swing Line Loan and of such Bank's respective participation therein in an amount equal to such Bank's Commitment Percentage of such Swing Line Loan. Each Bank shall make available to the Agent for payment to the Swing Line Bank an amount equal to its respective participation therein (including without limitation its pro rata share of accrued but unpaid interest thereon), in same day funds, at the office of the Agent specified in such notice, not later than 11:00 a.m., Philadelphia time, on the Business Day after the date the Agent notifies each Bank. In the event that any Bank fails to make available to the Agent the amount of such Bank's participation in such unpaid amount as provided herein, the Swing Line Bank shall be entitled to recover such amount on demand from such Bank together with interest thereon at a rate per annum equal to the Base Rate for each day during the period between the Swing Line Repayment Date and the date on which such Bank makes available its participation in such unpaid amount. The failure of any Bank to make available to the Agent its pro rata share of any such unpaid amount shall not relieve any other Bank of its obligations hereunder to make available to the Agent its pro rata share of such unpaid amount on the Swing Line Repayment Date. The Agent shall distribute to each Bank which has paid all amounts payable by it under this Section 2.2(f) with respect to the unpaid amount of any Swing Line Loan, such Bank's Commitment Percentage of all payments received by the Agent from the Borrower in repayment of such Swing Line Loan when such payments are received. Notwithstanding anything to the contrary herein, each Bank which has paid all amounts payable by it under this Section 2.2(f) shall have a direct right to repayment of such amounts from the Borrower subject to the procedures for repaying Banks set forth in this Section 2.2. (g) In the event the Commitments are terminated in accordance with Section 2.8 hereof, the Swing Line Commitment shall also be terminated automatically. In the event the Borrower reduces the Total Commitment to less than the Swing Line Commitment, the Swing Line Commitment shall immediately be reduced to an amount equal to the Total Commitment. In the event the Borrower reduces the Total Commitment to less than the outstanding principal amount of the Swing Line Loans, the Borrower shall immediately repay the amount by which the outstanding Swing Line Loans exceed the Swing Line Commitment as so reduced plus accrued interest thereon. (h) At no time shall there be more than two outstanding Swing Line Loans. (i) Each Swing Line Loan shall be in an original principal amount of $100,000 or multiples of $50,000 in excess thereof. (j) The Borrower shall have the right at any time and from time to time to prepay any Swing Line Loan, in whole or in part, without premium or penalty, upon prior written, telecopy or telephonic notice to the Swing Line Lender on or before 12:00 noon (New York Bank given no later than 1:00 p.m., Philadelphia time) on a Business Day (followed (, on the same Business Day) by the delivery date of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by any proposed prepayment. Each notice of prepayment shall specify the Swing Line Lender in an aggregate minimum principal Loan to be prepaid and the amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans to be prepaid, shall be made as Base Rate Loans irrevocable and shall not be entitled commit the Borrower to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account prepay such Borrower shall have specified in its notice therefor by the close of business amount on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certificationsuch date, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingwith accrued interest thereon. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) Local Time on a Business Day (followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) Company may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Company by wire transfer to the account such Borrower the Company shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower the Company requests that a U.S. Revolving Loan be made, or (iii) any Specified Default shall occur and be continuing, then each U.S. Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Lender, (A) make a U.S. Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's U.S. Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”"REFUNDED SWING LINE LOANS"). On or before 11:00 a.m. (New York time) time on the first Business Day following receipt by each U.S. Revolving Loan Lender of a request to make U.S. Revolving Loans as provided in the preceding sentence, each U.S. Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the U.S. Revolving Loan Lenders make the above referenced U.S. Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, U.S. Revolving Loans in an amount equal to the Swing Line Lender’s 's U.S. Revolving Loan Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any U.S. Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such U.S. Revolving Loan Lender's U.S. Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any U.S. Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such U.S. Revolving Loans were made. Each U.S. Revolving Loan Lender’s 's obligation to make the U.S. Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) If at the time U.S. Revolving Loans would otherwise be required to be made to prepay Refunded Swing Line Loans pursuant to clause (b) of this Section an Event of Default under Section 8.1.9 hereof has occurred and is continuing, then the Refunded Swing Line Loans shall not be refunded pursuant to clause (b) of this Section and instead each U.S. Revolving Loan Lender shall purchase a participation from the Swing Line Lender in the Refunded Swing Line Loans in an amount equal to such Lender's U.S. Revolving Loan Percentage of the aggregate principal amount of all Refunded Swing Line Loans. Each U.S. Revolving Loan Lender's obligation to purchase a participation in the Refunded Swing Line Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including each of the circumstances specified in the last sentence of clause (b) of this Section.

Swing Line Loans. (ai) By Subject to the terms and conditions hereof, the Swing Line Bank may in its discretion make swing line loans in Dollars (the “Swing Line Loans”) to the Borrowers from time to time during the Commitment Period in an aggregate outstanding principal amount up to the amount of the Swing Line Commitment for periods not to exceed seven days as requested by the Borrowers and agreed to by the Swing Line Bank; provided, that, no Swing Line Loan shall be made if, after giving effect to the making of such Swing Line Loan and the simultaneous application of the proceeds thereof, (x) the aggregate amount of all outstanding Swing Line Loans plus the aggregate Dollar Equivalent amount of all outstanding Revolver Loans plus the aggregate amount of the Letter of Credit Obligations then outstanding, would exceed the Total Commitments or (y) the aggregate Dollar Equivalent amount of all Revolver Loans made by a Bank plus such Bank’s Ratable Share (based on its Commitment Percentage) of the amount of Swing Line Loans and Letter of Credit Obligations then outstanding would exceed its Commitment. Within the foregoing limits, the Borrowers may during the Commitment Period borrow, repay and reborrow under the Swing Line Commitment, subject to and in accordance with the terms and limitations hereof. The interest rate for a Swing Line Loan shall be the rate that is mutually agreed by the Borrowers and the Swing Line Bank at the time such Swing Line Loan is made or, absent such an agreement, at the Base Rate. (ii) The Borrowers may request a Swing Line Loan to be made on any Business Day. Each request for a Swing Line Loan shall be in the form of a Notice of Borrowing (or a request by telephone immediately confirmed in writing, it being understood that the Swing Line Bank may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation) and received by the Agent not later than twelve o’clock noon (12:00) (Philadelphia time) on the Business Day such Swing Line Loan is to be made, specifying in each case (i) the amount to be borrowed, (ii) the requested borrowing date, and (iii) the date such Swing Line Loan is to be repaid, if applicable (the “Swing Line Repayment Date”). The request for such Swing Line Loan shall be irrevocable. Provided that all applicable conditions precedent contained herein have been satisfied, the Swing Line Bank shall, not later than 4:00 p.m., Philadelphia time, on the date specified in the Borrowers’ request for such Swing Line Loan, make such Swing Line Loan by crediting the Borrowers’ deposit account with the Swing Line Bank or as otherwise directed by the Borrowers. (iii) The obligation of the Borrowers to repay the Swing Line Loans shall be evidenced by a promissory note of the Borrowers dated the date hereof, payable to the order of the Swing Line Bank in the principal amount of the Swing Line Commitment and substantially in the form of Exhibit A-2 (as amended, supplemented or otherwise modified from time to time, the “Swing Line Note”). (iv) Swing Line Loans shall be repaid on the earlier of (1) the Termination Date, (2) the Swing Line Repayment Date for such Swing Line Loan or (3) the seventh day after the date such Swing Line Loan was made (any such date being the “Swing Line Conversion Date”). Unless the Borrowers shall have notified the Agent prior to 11:00 a.m., Philadelphia time, on such Swing Line Conversion Date that the Borrowers intend to repay such Swing Line Loan with funds other than the proceeds of a Revolver Loan, the Borrowers shall be deemed to have given notice to the Agent requesting the Banks to make Revolver Loans which shall earn interest at the Base Rate in effect on the Swing Line Conversion Date in an aggregate amount equal to the amount of such Swing Line Loan plus interest thereon, and subject to satisfaction or waiver of the conditions specified in Section 4.2, the Banks shall, on the Swing Line Conversion Date, make Revolver Loans, which shall earn interest at the Base Rate, in an aggregate amount equal to the amount of such Swing Line Loan plus interest thereon, the proceeds of which shall be applied directly by the Agent to repay the Swing Line Bank for such Swing Line Loan plus accrued interest thereon; and provided, further, that if for any reason the proceeds of such Revolver Loans are not received by the Swing Line Bank on the Swing Line Conversion Date in an aggregate amount equal to the amount of such Swing Line Loan plus accrued interest, the Borrowers shall reimburse the Swing Line Bank on the day immediately following the Swing Line Conversion Date, in same day funds, in an amount equal to the excess of the amount of such Swing Line Loan over the aggregate amount of such Revolver Loans, if any, received plus accrued interest thereon. (v) In the event that the Borrowers shall fail to repay the Swing Line Bank as provided in this Section 2.1(c) in an amount equal to the amount required under Section 2.1(c), the Agent shall promptly notify each Bank of the unpaid amount of such Swing Line Loan and accrued interest thereon and of such Bank’s respective participation therein in an amount equal to such Bank’s pro rata share of such Swing Line Loan and accrued interest thereon (based on its Commitment Percentage). Each Bank shall make available to the Agent for payment to the Swing Line Bank an amount equal to its respective participation therein, in same day funds, at the office of the Agent specified in such notice, not later than 11:00 a.m., Philadelphia time, on the Business Day after the date the Agent notifies each Bank. In the event that any Bank fails to make available to the Agent the amount of such Bank’s participation in such unpaid amount as provided herein, the Swing Line Bank shall be entitled to recover such amount on demand from such Bank together with interest thereon at a rate per annum equal to the Federal Funds Effective Rate for each day during the period between the Swing Line Conversion Date and the date on which such Bank makes available its participation in such unpaid amount. The failure of any Bank to make available to the Agent its pro rata share of any such unpaid amount shall not relieve any other Bank of its obligations hereunder to make available to the Agent its pro rata share of such unpaid amount on the Swing Line Conversion Date. The Agent shall distribute to each Bank which has paid all amounts payable by it under this Section 2.1(c) with respect to the unpaid amount of any Swing Line Loan, such Bank’s pro rata share of all payments received by the Agent from the Borrowers in repayment of such Swing Line Loan when such payments are received. Notwithstanding anything to the contrary herein, each Bank which has paid all amounts payable by it under this Section 2.1(c) shall have a direct right to repayment of such amounts from the Borrowers subject to the procedures for repaying Banks set forth in this Section 2.1(c) and the provisions of Section 9.8. (vi) In the event the Commitments are terminated in accordance with the terms hereof, the Swing Line Commitment shall also be terminated automatically. In the event the Borrowers reduce the Commitments to less than the Swing Line Commitment, the Swing Line Commitment shall immediately be reduced to an amount equal to the Commitments. In the event the Borrowers reduce the Commitments to less than the outstanding principal amount of the Swing Line Loans, the Borrowers shall immediately repay the amount by which the outstanding Swing Line Loans exceeds the Swing Line Commitment as so reduced plus accrued interest thereon. (vii) At no time shall there be more than two outstanding Swing Line Loans. Each Swing Line Loan shall be in an original principal amount of $100,000 or a whole multiple thereof. (viii) The Borrowers shall have the right at any time and from time to time to prepay the Swing Line Loans, in whole or in part, without premium or penalty (but in any event subject to Section 2.18), upon prior written, facsimile or telephonic notice to the Swing Line Lender on or before 12:00 noon (New York Bank given no later than 1:00 p.m., Philadelphia time) on a Business Day (followed (, on the same Business Day) by the delivery date of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by any proposed prepayment. Each notice of prepayment shall specify the Swing Line Lender in an aggregate minimum principal Loan to be prepaid and the amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans to be prepaid, shall be made as Base Rate Loans irrevocable and shall not be entitled commit the Borrowers to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account prepay such Borrower shall have specified in its notice therefor by the close of business amount on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon such date, with accrued interest thereon and any certification, notice or other communication permitted to be made by telephone hereunder and amounts owed under Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing2.18 hereof. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By written or telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) ), in the case of telephonic notice, by the delivery of a confirming Committed Loan Borrowing Request), a Borrower (or to the Swing Line Lender and the Administrative Borrower Agent on such Borrower’s behalf) or before 1:00 p.m., Chicago time, on the Business Day the proposed Swing Line Loan is to be made, the Company may from time to time irrevocably request that a Swing Line Loans Loan be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 and an 100,000 or any larger integral multiple of $100,00050,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender Lender, by 2:00 p.m., Chicago time, on the Business Day the initial written or telephonic notice is received by it as provided in this clause (a), to the applicable Borrower Company by wire transfer to the account such Borrower the Company shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and upon notice from the Swing Line Lender agrees to make Administrative Agent, unless such request by the fifth Business Day that any Swing Line Loan is outstanding)shall have been earlier repaid in full, (A) make a Committed Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"); provided, however, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any such Committed Revolving Loan if, after giving effect to the making of the applicable Refunded Swing Line Loan, the sum of all outstanding Committed Revolving Loans, after converting the aggregate outstanding principal amount of all Committed Revolving Loans that are Foreign Currency Loans made by such Lender to the Dollar Equivalent thereof, plus the aggregate amount of all Letter of Credit Outstandings and all Swing Line Loans outstanding, exceeded the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. (New York a.m., Chicago time) , on the first Business Day following receipt by each Lender of a request to make Committed Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Committed Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Committed Revolving Loans Loan in an amount equal to the Swing Line Lender’s 's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Committed Revolving Loans pursuant to this clauseclause (b), the amount so funded shall become an outstanding obligation to each as a Committed Revolving Loan of such Lender and shall no longer be owed to the extent made (or deemed made, in the case of the Swing Line Lender) shall no longer constitute a portion of the applicable Swing Line Loan. All interest payable with respect to any Committed Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Committed Revolving Loans were made. Each Lender’s 's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Committed Revolving Loans (or purchase participations) referred to in this clause (b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Company or any other Obligor; (iv) the acceleration or maturity of any Obligations Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Company or any PersonLender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to During the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request)Commitment Period, a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by revolving credit loans (the fifth Business Day that any "Swing Line Loan is outstanding), Loans") to the Borrower on any Business Day; provided that (Ai) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding shall not exceed SIXTY MILLION DOLLARS ($60,000,000) (as such amount may be increased or decreased in accordance with the provisions hereof, the "Swing Line Committed Amount"), (Bii) ifwith respect to the Lenders collectively, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, (iii) with regard to each Lender individually, such Lender's Revolving Commitment Percentage of Committed Revolving Obligations shall not exceed its respective Revolving Committed Amount, and (iv) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Swing Line Loans outstanding (shall be comprised solely of Eurodollar Rate Loans with a rate per annum equal to the Daily Floating Eurodollar Rate, and may be repaid and reborrowed in either case, such outstanding accordance with the provisions hereof. Immediately upon the making of a Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentenceLoan, each Lender shall deposit in an account specified by be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender the amount so requested a participation interest in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans Loan in an amount equal to the product of such Lender's Revolving Commitment Percentage thereof. No Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making Loan shall remain outstanding for longer than ten (or deemed making, in the case of the Swing Line Lender10) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingdays.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a to the Swing Line Lender on or before 1:00 p.m., Chicago time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that a Swing Line Loans Loan be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 and an 100,000 or any larger integral multiple of $100,00025,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Eurodollar Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business 2:00 p.m., Chicago time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Swing Line Lender. Agent Borrower by wire transfer to the account the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and upon notice from the Swing Line Lender agrees to make Administrative Agent, unless such request by the fifth Business Day that any Swing Line Loan is outstanding)shall have been earlier repaid, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate amount of outstanding principal amount and interest of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"). On or before 11:00 a.m. (New York 12:00 noon, Chicago time) , on the first Business Day following receipt by each Lender of a request a (c) In the event that the Borrower or any other Obligor is subject to make Revolving Loans any bankruptcy or insolvency proceedings as provided in the preceding sentenceSection 8.1.9, or if for any other reason Revolving Loans cannot be made or are unavailable, each Lender with a Revolving Loan Commitment shall deposit in acquire without recourse or warranty an account specified undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the amount so requested date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have madefunds, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the such Lender's Percentage of such Swing Line Lender’s Percentage of Loan plus accrued interest, and no Revolving Loans shall be made by such Lender pursuant to the aggregate principal amount of preceding clause. From and after the Refunded date on which any Lender purchases an undivided participation interest in a Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans Loan pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect Lender shall promptly distribute to any Revolving Loans made such Lender (or deemed madeappropriately adjusted, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender had outstanding is required to be returned to the Borrower, such Lender shall return to the Swing Line Loans in respect Lender the portion of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right amounts which such Lender may have against had received from the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change Lender in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoinglike funds.

Swing Line Loans. (a) By telephonic notice The U.K. Borrowers shall repay each outstanding U.K. Swing Line Loan on or prior to the Swing Line Loan Maturity Date relating thereto (or, if earlier, on the date of the termination in full of the Total U.K. Commitment); provided that the U.K. Borrowers shall repay the aggregate Outstanding Amount of all U.K. Swing Line Loans at any time in excess of $25,000,000 with the proceeds of the U.K. LIBOR Rate Loan or EURIBOR Rate Loan (as applicable) requested under §2.13(c) (as the case may be), and each of the U.K. Borrowers hereby agrees to apply, and each of the U.K. Borrowers hereby authorizes the U.K. Agent to apply, such proceeds to the outstanding U.K. Swing Line Loans. Upon notice by the U.K. Swing Line Lender on or before 12:00 noon (New York time) on a any Business Day (followed (on the same Business Dayi) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by following the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled Loan Maturity Date relating to be converted into LIBO Rate Loans. The proceeds of each U.K. Swing Line Loan shall be made available by or (ii) at the Swing Line Lender to option of the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the U.K. Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Daysafter the occurrence of an Event of Default, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender U.K. Banks hereby agrees to make such request by U.K. Loans to the fifth U.K. Borrowers constituting U.K. LIBOR Rate Loans or EURIBOR Rate Loan (as applicable), in each case, with the shortest applicable Interest Period, on the next succeeding Business Day that any Swing Line Loan is outstanding)following such notice, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such LenderBank’s U.K. Commitment Percentage of the aggregate principal amount Outstanding Amount of all such U.K. Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of and the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the U.K. Swing Line Lender may apply Cash Collateral available for such purpose with respect to the amount so requested in same day funds and such funds applicable Swing Line Loan). The proceeds thereof shall be applied directly by the U.K. Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding U.K. Swing Line Loans in respect and each of which the U.K. Borrowers hereby authorizes such Revolving Loans were madeapplication. Each Lender’s obligation U.K. Bank hereby absolutely, unconditionally and irrevocably agrees to make such U.K. Loans upon one Business Days’ notice as set forth above, notwithstanding (A) that the Revolving Loans amount of such U.K. Loan may not comply with the applicable minimums set forth herein, (B) the failure of the U.K. Borrowers to meet the applicable conditions set forth in §▇▇ ▇▇ §▇▇ hereof, (C) the occurrence or purchase participationscontinuance of a Default or an Event of Default hereunder, (D) referred to the Total U.K. Commitment in this clause shall be absolute and unconditional and shall not be affected by any circumstanceeffect at such time, including (iE) any set-offsetoff, counterclaim, recoupment, defense or other right which such Lender U.K. Bank may have against the U.K. Swing Line Lender, any Obligor the U.K. Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; whatsoever or (viF) any other circumstanceoccurrence, happening event or event whatsoevercondition, whether or not similar to any of the foregoing. In the event that it is impracticable for such U.K. Loan to be made for any reason on the date otherwise required above, then each U.K. Bank hereby agrees that it shall forthwith purchase (as of the date such U.K. Loan would have been made, but adjusted for any payments received from the U.K. Borrowers on or after such date and prior to such purchase) from the U.K. Swing Line Lender, and the U.K. Swing Line Lender shall sell to each U.K. Bank, such participations in the U.K. Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the U.K. Banks to share in such U.K. Swing Line Loans pro rata based on their respective U.K. Commitment Percentages (without regard to any termination of the Total U.K. Commitment hereunder) by making available to the U.K. Agent an amount equal to such U.K. Bank’s participation in the U.K. Swing Line Loans. No such funding or risk participations shall relieve or otherwise impair the obligation of the U.K. Borrowers to repay U.K. Swing Line Loans, together with interest as provided herein. Until a Bank funds its U.K. LIBOR Rate Loan or EURIBOR Rate Loan (as applicable) or risk participation pursuant to this §2.13(e) to refinance such Bank’s U.K. Commitment Percentage of any U.K. Swing Line Loan, interest in respect of such pro rata share shall be solely for the account of the U.K. Swing Line Lender. The U.K. Swing Line Lender shall be responsible for invoicing the U.K. Borrowers for interest on the U.K. Swing Line Loans. The U.K. Borrowers shall make all payments of principal and interest in respect of the U.K. Swing Line Loans directly to the U.K. Swing Line Lender. If any U.K. Bank fails to make available to the U.K. Agent for the account of the U.K. Swing Line Lender any amount required to be paid by such U.K. Bank pursuant to the foregoing provisions of this §2.13(e), the U.K. Agent for the account of the U.K. Swing Line Lender shall be entitled to recover from such U.K. Bank, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the U.K. Agent at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the U.K. Agent in connection with the foregoing. If such U.K. Bank pays such amount (with interest and fees as aforesaid), the amount so paid (less all such aforementioned interest and fees incurred by such U.K. Bank as a result of its failure to pay the required amounts to the U.K. Agent for the account of the U.K. Swing Line Lender) shall constitute such U.K. Bank’s U.K. LIBOR Rate Loan or EURIBOR Rate Loan (as applicable) included in the relevant U.K. LIBOR Rate Loan or EURIBOR Rate Loan (as applicable) borrowing or funded participation in the relevant U.K. Swing Line Loan, as the case may be. A certificate of the U.K. Agent submitted to any U.K. Bank with respect to any amounts owing under this §2.13(e) shall be conclusive absent manifest error.

Swing Line Loans. (a) By telephonic notice notice, promptly followed (within three Business Days) by the facsimile delivery of a confirming Borrowing Request, to the Swing Line Lender on or before 12:00 noon (11:00 a.m., New York time) , on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request), a any Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. Each request by any Borrower for a Swing Line Loan shall constitute a representation and warranty by the Borrowers that on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in Section 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in the Swing Line Lender. Agent preceding sentences in immediately available funds, to the Borrower requesting the Loan by wire transfer or otherwise to and accounts such Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) full Business Days, Days or (ii) after giving effect to any request for a Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur the aggregate principal amount of Revolving Loans and be continuing, then each Lender (other than Swing Line Loans outstanding to the Swing Line Lender) irrevocably agrees that it will, together with the Swing Line Lender's Percentage of the Letter of Credit Outstandings, would exceed the Swing Line Lender's Percentage of the Revolving Loan Commitment Amount, the Swing Line Lender, at the any time in its sole and absolute discretion, may request of each Lender that has a Revolving Loan Commitment, and each such Lender, including the Swing Line Lender (and the Swing Line Lender agrees hereby agrees, to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall always be initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such the Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”)") outstanding on the date such notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Lender) shall deposit in an account specified by the Swing Line Lender Paying Agent to the Lenders from time to time the amount so requested in same day funds and funds, whereupon such funds shall be applied by immediately delivered to the Swing Line Lender (and not a Borrower) and applied to repay the Refunded Swing Line Loans. At On the time the Lenders make the above referenced day such Revolving Loans are made, the Swing Line Lender shall be deemed to have made, in consideration of the making Lender's Percentage of the Refunded Swing Line Loans, Revolving Loans in an amount equal shall be deemed to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loansbe paid. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans Loan pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender due under such Lender's Revolving Note and shall no longer be owed to under the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were madeNote. Each Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause 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 which such Lender may have against the Swing Line Lender, any Obligor Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Borrower or any other Obligor, including a reduction in the Borrowing Base Amount subsequent to the date of the making of any Swing Line Loan; (iv) the acceleration or maturity of any Obligations Loans or the termination of any the Revolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document this Agreement by any PersonBorrower or any other Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that (i) any of the Borrowers or any of their Subsidiaries is subject to any bankruptcy or insolvency proceedings as provided in Section 8.1.9 or

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Committed Loan Borrowing Request), a Borrower (to the Swing Line Lender on or before 1:00 p.m., New York time, on the Administrative Borrower on such Borrower’s behalf) Business Day the proposed Swing Line Loan is to be made, the Company may from time to time irrevocably request that a Swing Line Loans Loan be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 and an 50,000 or any larger integral multiple of $100,00010,000. All Swing Line Loans shall be made in U.S. Dollars as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business 2:00 p.m., New York time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Swing Line Lender. Agent Company by wire transfer to the account the Company shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) three Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender with a U.S. Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and upon notice from the Swing Line Lender agrees to make Administrative Agent, unless such request by the fifth Business Day that any Swing Line Loan is outstanding)shall have been earlier repaid in full, (A) make a U.S. Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage in respect of the U.S. Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"); provided that the Swing Line Lender shall not request, and no Lender with a U.S. Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the making of such Refunded Swing Line Loan, the sum of all Swing Line Loans and U.S. Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the U.S. Revolving Loan Commitment of the U.S. Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing U.S. Revolving Loan Commitment Amount. On or before 11:00 a.m. (12:00 noon, New York time) , on the first Business Day following receipt by each Lender of a request to make U.S. Revolving Loans as provided in the preceding sentence, each such Lender with a U.S. Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced U.S. Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a U.S. Revolving Loans Loan in an amount equal to the Swing Line Lender’s 's Percentage in respect of the U.S. Revolving Loan Commitment of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any U.S. Revolving Loans pursuant to this clauseclause (b), the amount so funded shall become an outstanding obligation to each as a U.S. Revolving Loan of such Lender and shall no longer be owed to the a Swing Line LenderLoan. All interest payable with respect to any U.S. Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such U.S. Revolving Loans were made. Each Lender’s 's obligation (in the case of Lenders with a U.S. Revolving Loan Commitment) to make the U.S. Revolving Loans (or purchase participations) referred to in this clause (b) 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 which such Lender may have against the Swing Line Lender, any Obligor the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Company or any other Obligor; (iv) the acceleration or maturity of any Obligations Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by any PersonBorrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice Subject to the terms and conditions hereof, the Swing Line Lender on or before 12:00 noon Bank may in its discretion make swing line loans (New York timethe "Swing Line Loans") on a Business Day (followed (on to the same Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that during the Commitment Period in the aggregate up to the amount of the Swing Line Loans be made Commitment for periods requested by the Borrower and agreed to by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Bank; provided, that, no Swing Line Loan shall be made available by if, after giving effect to the making of such Loan and the simultaneous application of the proceeds thereof, the Total Exposure would exceed the Total Commitment. Within the foregoing limits, the Borrower may during the Commitment Period borrow, repay and reborrow under the Swing Line Lender Commitment, subject to and in accordance with the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lenderterms and limitations hereof. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii(f) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing.g) (b) If (i) The Borrower may request a Swing Line Loan to be made on any Business Day. Swing Line Loans shall bear interest at the Base Rate Option. Each request for a Swing Line Loan shall be outstanding for more in writing (or by telephone promptly confirmed in writing) and delivered to the Swing Line Bank not later than four 12:00 noon, Wilmington time, on the Business Day such Swing Line Loan is to be made, specifying in each case (4i) Business Daysthe amount to be borrowed, (ii) any the requested borrowing date, and (iii) the date such Swing Line Loan is or will to be outstanding on a date when a Borrower requests repaid, if applicable (the "Swing Line Repayment Date"). The request for such Swing Line Loan shall be irrevocable. Provided that a Revolving Loan be madeall applicable conditions precedent contained in Section 4.2 hereof have been satisfied, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line LenderBank shall, not later than 4:00 p.m., Wilmington time, on the date specified in the Borrower's request for such Swing Line Loan, make such Swing Line Loan by crediting the Borrower's deposit account with the Swing Line Bank. (c) irrevocably agrees that it willThe obligation of the Borrower to repay the Swing Line Loans shall be evidenced by a promissory note of the Borrower dated the date hereof, at payable to the request order of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided Bank in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, Commitment and substantially in the case form of Exhibit B-2 (as amended, supplemented or otherwise modified from time to time, the "Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingNote").

Swing Line Loans. (a) By telephonic notice In addition to the other options available to Borrower hereunder, up to $15,000,000 of the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request)Lender's Commitment, a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that shall be available for Swing Line Loans subject to the following terms and conditions. Swing Line Loans shall be made by the Swing Line Lender available for same day borrowings provided that notice is given in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000accordance with Section 2.11 hereof. All Swing Line Loans shall bear interest at the ABR Rate. In no event shall the Swing Line Lender be made as Base Rate required to fund a Swing Line Loan if it would increase the total aggregate outstanding Loans and shall not be entitled by Swing Line Lender hereunder to be converted into LIBO Rate Loansan amount in excess of its Commitment. The proceeds of each Each Swing Line Loan shall be made available paid in full by the Borrower on or before the fifth (5th) day after the Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified (i) may at any time in its notice therefor by the close of business sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall on the Business Day telephonic notice is received by fifth (5th) day after the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) Borrowing Date of any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business DaysLoan, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then require each Lender (other than including the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make a Loan in the amount of such request by the fifth Business Day that any Lender's Percentage of such Swing Line Loan is outstanding(including, without limitation, any interest accrued and unpaid thereon), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage for the purpose of the aggregate principal amount of all repaying such Swing Line Loans then outstanding or Loan. Not later than noon (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York Chicago time) on the first Business Day following receipt by each Lender date of a request any notice received pursuant to make Revolving Loans as provided in the preceding sentencethis Section 2.15, each Lender shall deposit make available its required Loan, in an account funds immediately available in Chicago to the Administrative Agent at its address specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender pursuant to repay the Refunded Swing Line LoansArticle XV. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans made pursuant to this clause, Section 2.15 shall initially be ABR Loans and thereafter may be continued as ABR Loans or converted into LIBOR Loans in the amount so funded shall become an outstanding obligation to each Lender manner provided in Section 2.12 and shall no longer be owed subject to the Swing Line Lenderother conditions and limitations set forth in this Article II. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which Unless the Swing Line Lender had outstanding knowledge of a Default prior to its making any Swing Line Loan (in which event Swing Line Lender agrees not to make a Swing Line Loan), a Lender's obligation to make Loans pursuant to this Section 2.15 to repay Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstancecircumstances, including including, without limitation, (ia) any set-off, counterclaim, counterclaim recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender, any Obligor Lender or any Person for any reason whatsoever; other Person, (iib) the occurrence or continuance of any a Default or Unmatured Default; , (iiic) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; Borrower, or (vid) any other circumstancecircumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.15, whether the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or not similar such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.15, such Lender shall be deemed, at the option of the foregoingAdministrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such payment not made by such Lender, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Swing Line Loans may be outstanding for a maximum of ten (10) days during any calendar month. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

Swing Line Loans. (a) By telephonic notice Subject to the Swing Line Lender on or before 12:00 noon terms and conditions set forth herein (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Requestincluding Section 2.22), a in reliance upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by during the Swing Line Lender Revolving Availability Period, denominated in dollars, in an aggregate minimum principal amount at any time outstanding that will not result in (i) the outstanding Swingline Loans of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and the Swingline Lender exceeding its Swingline Commitment or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be entitled required to be converted into LIBO Rate Loansmake a Swingline Loan (x) to refinance an outstanding Swingline Loan or (y) if any Lender is at that time a Defaulting Lender and after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding. The proceeds of each Swing Line Loan shall be made available by Within the Swing Line Lender foregoing limits and subject to the applicable terms and conditions set forth herein, the Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certificationmay borrow, notice or other communication permitted to be made by telephone hereunder prepay and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingreborrow Swingline Loans. (b) If To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender of such request (i) any Swing Line by telephone (confirmed in writing), not later than 1:00 p.m., New York time, or, if agreed by the Swingline Lender, 2:00 p.m., New York time (in the case of a Swingline Loan shall be outstanding for more than four (4denominated in dollars) Business Days, or (ii) any Swing Line by facsimile or other electronic transmission (confirmed by telephone), not later than 1:00 p.m., New York Time, or, if agreed by the Swingline Lender, 2:00 p.m., New York Time on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan is or will and (x) if the funds are not to be outstanding on credited to a date when a general deposit account of the Borrower requests that a Revolving Loan maintained with the Swingline Lender, the location and number of the Borrower’s account to which funds are to be madedisbursed, which shall comply with Section 2.06, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loany) in the case of any ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans LC Disbursement as provided in Section 2.05(f), the preceding sentence, each identity of the Issuing Bank that made such LC Disbursement. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration accounts of the making of Borrower maintained with the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making Swingline Lender or such other deposit account identified by Borrower (or deemed makingor, in the case of a Swingline Loan made to finance the Swing Line reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York Time, on the requested date of such Swingline Loan. (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., New York Time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender) , specifying in such notice the currency and such Lender’s Applicable Percentage of any such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be paragraph is absolute and unconditional and shall not be affected by any circumstancecircumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds in the applicable currency, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (with references to 12:00 noon, New York Time, in such Section being deemed to be references to 3:00 p.m., New York Time) (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such acceptance, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder. (e) The Borrower may terminate the appointment of any set-off, counterclaim, recoupment, defense or other right which Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Lender may have against the Swing Line Swingline Lender, any Obligor or any Person for any reason whatsoever; with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the occurrence or continuance fifth Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any Default; (iii) such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingadditional Swingline Loans.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a to CSFB on or before 2:00 p.m., New York time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender CSFB in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000500,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower CSFB, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in this clause to the Swing Line LenderBorrower by wire transfer to the account the Borrower shall have specified in its notice therefor. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line LenderCSFB) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)CSFB, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"). On or before 11:00 a.m. 2:00 p.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender CSFB the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender CSFB to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans the Swing Line Lender Loans, CSFB shall be deemed to have made, (in consideration of the making of the Refunded Swing Line Loans), Revolving Loans in an amount equal to the Swing Line Lender’s CSFB's Percentage (determined by reference to its Revolving Loan Commitment) of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line LenderCSFB) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Revolving Loan Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line LenderCSFB) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender CSFB had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line LenderCSFB, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a to Scotiabank on or before 12:00 noon, New York time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender Scotiabank in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Scotiabank, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in this clause to the Swing Line Lender. Agent Borrower by wire transfer to the account the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, ; (ii) any Swing Line Loan is or will be outstanding on a date when a the Borrower requests that a Revolving Loan be made, or ; or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line LenderScotiabank) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Scotiabank, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"). On or before 11:00 a.m. 1:00 p.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender Scotiabank the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender Scotiabank to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans the Swing Line Lender Loans, Scotiabank shall be deemed to have made, (in consideration of the making of the Refunded Swing Line Loans), Revolving Loans in an amount equal to the Swing Line Lender’s Scotiabank's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line LenderScotiabank) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Revolving Loan Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line LenderScotiabank) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender Scotiabank had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line LenderScotiabank, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within three Business DayDays) by the delivery of a confirming Borrowing Request), to the Swing Line Lender on or before 11:00 a.m., New York time, on a Business Day, the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000250,000. Each request by the Borrower for a Swing Line Loan shall constitute a representation and warranty by the Borrower that on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in Section 5.2.1 are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business 3:00 p.m., New York time, on the Business Day telephonic notice is received by it as provided in the Swing Line Lender. Agent preceding sentences, to the Borrower by wire transfer to the accounts the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) full Business Days, Days or (ii) after giving effect to any request for a Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur the aggregate principal amount of Revolving Loans and be continuing, then each Lender (other than Swing Line Loans outstanding to the Swing Line Lender) irrevocably agrees that it will, together with the Swing Line Lender's Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender's Percentage of the Revolving Loan Commitment Amount, the Swing Line Lender, at the any time in its sole and absolute discretion may request of each Lender that has a Revolving Loan Commitment, and each such Lender, including the Swing Line Lender (and the Swing Line Lender agrees hereby agrees, to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall always be initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such the Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”)") outstanding on the date such notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Lender) shall deposit in an account specified by the Swing Line Lender Administrative Agent to the Lenders from time to time the amount so requested in same day funds and funds, whereupon such funds shall be applied by immediately delivered to the Swing Line Lender (and not the Borrower) and applied to repay the Refunded Swing Line Loans. At On the time the Lenders make the above referenced day such Revolving Loans are made, the Swing Line Lender shall be deemed to have made, in consideration of the making Lender's Percentage of the Refunded Swing Line Loans, Revolving Loans in an amount equal shall be deemed to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loansbe paid. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans Loan pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender due under such Lender's Revolving Note and shall no longer be owed to under the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were madeNote. Each Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause 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 which such Lender may have against the Swing Line Lender, any Obligor the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any Obligorother Obligor subsequent to the date of the making of a Swing Line Loan; (iv) the acceleration or maturity of any Obligations Loans or the termination of any the Revolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by the Borrower or any Loan Document by any Personother Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that (i) the Borrower or any Subsidiary is subject to any bankruptcy or insolvency proceedings as described in Section 8.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the preceding clause. From and after the date on which any Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to the Borrower, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a to the Swing Line Lender on or before 1:00 p.m., New York City time, on the Business Day the proposed Swing Line Loan is to be made, the Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that a Swing Line Loans Loan be made by the Swing Line Lender in an aggregate a minimum principal amount of $500,000 and an 50,000 or any larger integral multiple of $100,00010,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business 2:00 p.m., New York City time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Swing Line Lender. Agent Borrower by wire transfer to the account the Borrower shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, Days or (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and upon notice from the Swing Line Lender agrees to make Administrative Agent, unless such request by the fifth Business Day that any Swing Line Loan is outstanding)shall have been earlier repaid, (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"REFUNDED SWING LINE LOANS"); provided, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loans”)Loan if, after giving effect to the making of such Refunded Swing Line Loan, the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. 12:00 noon (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loans Loan in an amount equal to the Swing Line Lender’s 's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clauseclause (b), the amount so funded shall become an outstanding obligation to each Lender under such Lender's Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s 's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans (or purchase participations) referred to in this clause (b) 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 which such Lender may have against the Swing Line Lender, any Obligor the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligorthe Borrower; (iv) the acceleration or maturity of any Obligations Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any PersonLender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that the Borrower or any other Obligor is subject to any bankruptcy or insolvency proceedings as provided in SECTION 8.1.9, or if for any other reason Revolving Loans cannot be made or are unavailable, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the preceding clause. From and after the date on which any Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided however, that in the event such payment received by the Swing Line Lender is required to be returned to the Borrower, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds.

Swing Line Loans. (a) By telephonic notice to During the Revolving Commitment Period, the Swing Line Lender may, in its discretion and in reliance upon the agreements of the other Dollar Tranche Lenders set forth in this Section 2.01(c) and Section 2.04, make revolving credit loans (the “Swing Line Loans”) to the Borrower in Dollars on or before 12:00 noon (New York time) on a Business Day (followed (on the same any Business Day; provided, that (i) by the delivery aggregate Outstanding Amount of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans shall not exceed an amount equal to the lesser of (A) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) and (B) the undrawn portion of the Aggregate Dollar Tranche Commitments (as such amount may be made by adjusted in accordance with the provisions hereof, the “Swing Line Lender in an Committed Amount”), (ii) with respect to the Dollar Tranche Lenders collectively, the aggregate minimum principal amount Outstanding Amount of $500,000 Dollar Tranche Obligations shall not exceed the Aggregate Dollar Tranche Commitments and an integral multiple (iii) the Borrower shall not use the proceeds of $100,000any Swing Line Loan to refinance any outstanding Swing Line Loan. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Daily Floating Eurodollar Rate Loans, and may be repaid and reborrowed in accordance with the provisions hereof. The proceeds Immediately upon the making of each a Swing Line Loan Loan, each Dollar Tranche Lender shall be made available by deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender to the applicable Borrower by wire transfer to the account a participation interest in such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the product of such Dollar Tranche Lender’s Dollar Tranche Commitment Percentage thereof. No Swing Line Loan shall remain outstanding for longer than five (5) Business Days. Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if any Dollar Tranche Lender is at that time a Defaulting Lender, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swing Line Lender’s Percentage of actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of Defaulting Lender arising from either the Swing Line Lender) of any Revolving Loans pursuant Loan then proposed to this clause, the amount so funded shall become an outstanding obligation to each Lender and shall no longer be owed to the made or all Swing Line Lender. All interest payable with respect Loans as to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding has actual or potential Fronting Exposure, as it may elect in its sole discretion. The Swing Line Loans in respect Lender shall promptly notify the Borrower if it has suspended the availability of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingLoans.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) on a Business Day (notice, promptly followed (on the same within three Business DayDays) by the delivery of a confirming Borrowing Request), to the Swing Line Lender on or before 11:00 a.m., New York time, on a Borrower (or the Administrative Borrower on such Borrower’s behalf) Business Day, WWI may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 200,000 and an integral multiple of $100,000. Each request by WWI for a Swing Line Loan shall constitute a representation and warranty by WWI that on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in Section 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Lender, by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by it as provided in the Swing Line Lender. Agent preceding sentences, to WWI by wire transfer to the accounts WWI shall be entitled to rely upon any certification, have specified in its notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuingtherefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) full Business Days, Days or (ii) after giving effect to any request for a Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur the aggregate principal amount of Revolving Loans and be continuing, then each Lender (other than Swing Line Loans outstanding to the Swing Line Lender) irrevocably agrees that it will, together with the Swing Line Lender's Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender's Percentage of the Revolving Loan Commitment Amount, the Swing Line Lender, at the any time in its sole and absolute discretion may request of each Lender that has a Revolving Loan Commitment, and each such Lender, including the Swing Line Lender (and the Swing Line Lender agrees hereby agrees, to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall always be initially be funded as a Base Rate Loan) in an amount equal to such Lender’s 's Percentage of the aggregate principal amount of all such the Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”)") outstanding on the date such notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Lender) shall deposit in an account specified by the Swing Line Lender Administrative Agent to the Lenders from time to time the amount so requested in same day funds and funds, whereupon such funds shall be applied by immediately delivered to the Swing Line Lender (and not WWI) and applied to repay the Refunded Swing Line Loans. At On the time the Lenders make the above referenced day such Revolving Loans are made, the Swing Line Lender shall be deemed to have made, in consideration of the making Lender's Percentage of the Refunded Swing Line Loans, Revolving Loans in an amount equal shall be deemed to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loansbe paid. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans Loan pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender due under such Lender's Revolving Note and shall no longer be owed to under the Swing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were madeNote. Each Lender’s 's obligation to make the Revolving Loans (or purchase participations) referred to in this clause 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 which such Lender may have against the Swing Line Lender, any Obligor WWI or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of WWI or any other Obligor, subsequent to the date of the making of a Swing Line Loan; (iv) the acceleration or maturity of any Obligations Loans or the termination of any the Revolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by WWI, any Loan Document by other Obligor or any Personother Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that (i) WWI or any Subsidiary is subject to any bankruptcy or insolvency proceedings as provided in Section 9.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the preceding clause. From and after the date on which any Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to WWI, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if it has elected after the occurrence of a Default not to make Swing Line Loans and has notified WWI in writing or by telephone of such election. The Swing Line Lender shall promptly give notice to the Lenders of such election not to make Swing Line Loans.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (noon, New York time) , on a Business Day (followed (on the same within one Business Day) by the delivery of written confirmation of such request, which request shall be in a confirming Borrowing Requestform satisfactory to the Agent and shall include (i) the party making the borrowing thereunder, including necessary account information, and (ii) the aggregate principal amount of such proposed Swing Line Loan), a any Borrower (or the Administrative Borrower on such Borrower’s behalf) may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000500,000. All Swing Line Loans shall be made as in U.S. Currency pursuant to the Base Rate Loans Option and shall not be entitled to be converted into Loans under the LIBO Rate LoansOption. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable such Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, if such notice or other communication permitted to be made is received by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any the Swing Line Loans when any Default has occurred and is continuingLender on or before 12:00 noon, New York time on such date. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a the applicable Borrower requests that a Revolving Credit Loan be made, or (iii) any Potential Default shall occur and be continuing, then each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) will make a Revolving Credit Loan (which shall initially be funded as a under the Base Rate LoanOption) in an amount equal to such Lender’s Percentage 's percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “"Refunded Swing Line Loans”"). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Credit Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Credit Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Credit Loans in an amount equal to the Swing Line Lender’s Percentage 's percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Credit Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such Lender's Revolving Credit Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any Revolving Credit Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Credit Loans were made. Each Lender’s 's obligation to make the Revolving Credit Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, ▇▇▇▇▇▇▇-▇▇▇▇▇▇, any Obligor of its Subsidiaries, or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Potential Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any ObligorBorrower or any Subsidiary of ▇▇▇▇▇▇▇-▇▇▇▇▇▇; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Loans. (a) By telephonic notice to the Swing Line Lender on or before 12:00 noon (New York time) Local Time on a Business Day (followed (on the same within one Business Day) by the delivery of a confirming Borrowing Request), a Borrower (or the Administrative Borrower on such Borrower’s behalf) Company may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower Company by wire transfer to the account such Borrower the Company shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing. (b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower the Company requests that a U.S. Revolving Loan be made, or (iii) any Specified Default shall occur and be continuing, then each U.S. Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding)Lender, (A) make a U.S. Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s U.S. Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) time on the first Business Day following receipt by each U.S. Revolving Loan Lender of a request to make U.S. Revolving Loans as provided in the preceding sentence, each U.S. Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the U.S. Revolving Loan Lenders make the above referenced U.S. Revolving Loans Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, U.S. Revolving Loans in an amount equal to the Swing Line Lender’s U.S. Revolving Loan Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any U.S. Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding obligation to each Lender under such U.S. Revolving Loan Lender’s U.S. Revolving Note and shall no longer be owed to under the Swing Line LenderNote. All interest payable with respect to any U.S. Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such U.S. Revolving Loans were made. Each U.S. Revolving Loan Lender’s obligation to make the U.S. Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) If at the time U.S. Revolving Loans would otherwise be required to be made to prepay Refunded Swing Line Loans pursuant to clause (b) of this Section an Event of Default under Section 8.1.9 hereof has occurred and is continuing, then the Refunded Swing Line Loans shall not be refunded pursuant to clause (b) of this Section and instead each U.S. Revolving Loan Lender shall purchase a participation from the Swing Line Lender in the Refunded Swing Line Loans in an amount equal to such Lender’s U.S. Revolving Loan Percentage of the aggregate principal amount of all Refunded Swing Line Loans. Each U.S. Revolving Loan Lender’s obligation to purchase a participation in the Refunded Swing Line Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including each of the circumstances specified in the last sentence of clause (b) of this Section.