Common use of Swing Line Loans Clause in Contracts

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject to the terms and conditions set forth hereinof this Agreement, the Swing Line Lender agrees to shall make swing line loans (each, a “Swing Line Loans Loan” and collectively, the “Swing Line Loans”) to the Borrower Borrowers from time to time during the Revolving Availability Period Swing Line Commitment Period, in an the aggregate principal amount at any one time outstanding not to exceed the Swing Line Commitment Amount; provided, however, that will not result in (i) at no time may the aggregate outstanding principal amount of the Swing Line Loans, plus the aggregate outstanding principal amount of the Revolving Facility (including the aggregate face amount of all Letters of Credit outstanding and the outstanding principal balance of any Alternative Currency Loans), exceed the Revolving Facility Commitment Amount. During the Swing Line Commitment Period, the Borrowers may use the Swing Line Commitment by borrowing, repaying Swing Line Loans exceeding $10,000,000 in whole or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits in part, and subject to reborrowing, all in accordance with the terms and conditions set forth herein, of this Agreement. At the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of may, at any participations in any Swing Line Loan acquired pursuant to this paragraphtime, 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 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 amounts received by the Administrative Agent shall be promptly remitted by Borrowers (which hereby irrevocably direct the Administrative Agent to act on their behalf) request each Lender having a Percentage of the Revolving Lenders that shall have made their payments pursuant to this paragraph and to Facility, including the Lender then acting as the Swing Line Lender, to make, and each such Lender, including the Lender then acting as their interests may appearthe Swing Line Lender, shall make an advance under the Revolving Facility, in an amount equal to such Lender’s Percentage of the Revolving Facility, of the amount of the Swing Line Outstandings as of the date such request is made. In such event, each such Lender shall make the requested proceeds available to the Administrative Agent for the account of the Swing Line Lender in accordance with the funding provisions set forth in this Agreement. The purchase proceeds of participations in a Swing Line Loan the Revolving Facility advanced pursuant to this paragraph Section 1.1(b) shall not relieve be immediately applied to repay the Borrower of any default in the payment thereofSwing Line Outstandings.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Borrowers shall notify deliver, by hand delivery or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent Swing Line Lender), a duly completed and executed Notice of such request by telephone (confirmed by telecopy)Borrowing to the Swing Line Lender, not later than 12:00 noon, New York City timetime (or such later time as the Revolving Agent may agree in its sole discretion), on the day Business 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 the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan shall be a Base Rate Loan. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender Lender, if any, or otherwise to an account as directed by the Borrower 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 provided in Section 2.04(f)Disbursement, by remittance to the Issuing Lender) Bank). The Swing Line Lender shall endeavor to fund each Swing Line Loan by 3:00 p.m., New York City time and shall in all events fund each Swing Line Loan by no later than 5:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and Borrower shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of request a Swing Line Loan after receipt by unless the conditions set forth in Section 6.02 shall have been satisfied. Swing Line Lender of the proceeds of a sale of participations therein Loans shall be promptly remitted to the Administrative Agent; any such made in minimum 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof$100,000.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each U.K. Swing Line Loan shall be an ABR Loanpaid in full by the relevant Global Borrower on or before the date that is the last day of the Interest Period applicable to such U.K. Swing Line Loan and shall be prepaid if required in connection with the provisions of Section 2.3(B)(iii). Within Outstanding U.K. Swing Line Loans may be repaid from the foregoing limits and proceeds of Syndicated Global Advances. Any repayment or prepayment of a U.K. Swing Line Loan shall be accompanied by accrued interest thereon and, subject to Section 2.9.3(a), shall be in the terms and conditions set forth herein, minimum amount of $50,000 or the Borrower may borrow, prepay and reborrow Equivalent Amount in the relevant U.K. Swing Line Loans. To request a Currency (or such lesser amount as may be agreed to by the Global Swing Line Loan, Lender) and in increments of $50,000 or the Borrower shall notify Equivalent Amount in the Administrative Agent relevant U.K. Swing Line Currency (or such lesser amount as may be agreed to by the Global Swing Line Lender) in excess thereof or the full amount of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed U.K. Swing Line Loan. Each such notice Any prepayment or repayment of a U.K. Swing Line Loan other than at the end of the applicable Interest Period shall be irrevocable for the full amount thereof and shall specify be accompanied by all amounts payable pursuant to Section 3.4. If any Global Borrower at any time fails to repay a U.K. Swing Line Loan on the requested applicable date (when due, such Borrower shall be deemed to have elected to borrow a Syndicated Global Advance which shall be a Business Day) and Eurocurrency Rate Advance in the applicable Agreed Currency under Section 2.1 as of such date equal in amount to the unpaid amount of such U.K. Swing Line Loan (notwithstanding the requested minimum amount of Eurocurrency Rate Advances). The proceeds of any such Advance shall be used to repay such U.K. Swing Line Loan. The Unless the Global Administrative Agent will promptly advise upon the request of or with the consent of the Required Lenders shall have notified the Global Swing Line Lender of any prior to such notice received from the Borrower. The Global Swing Line Lender shall make each making any U.K. Swing Line Loan available that the applicable conditions precedent set forth in Article IV have not then been satisfied, each Syndicated Global Lender’s obligation to the Borrower by means of a credit make Syndicated Global Loans pursuant to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Section 2.1 and this Section 2.9.3(d) to repay such U.K. Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)shall be unconditional, by remittance to the Issuing Lender) by 3:00 p.m.continuing, New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely irrevocable and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including the inability of any Borrower to satisfy the conditions precedent set forth in Article IV or the occurrence and or continuance of a Default or reduction or termination Default. In the event that any Syndicated Global Lender fails to make payment to the Global Administrative Agent 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 amount due under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders2.9.3(d), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 amounts received by the Global Administrative Agent shall be promptly remitted by entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Syndicated Global Lender hereunder until the Global Administrative Agent receives such payment from such Syndicated Global Lender or such obligation is otherwise fully satisfied. In addition to the Revolving Lenders that shall have made their payments pursuant foregoing, if for any reason any Syndicated Global Lender fails to this paragraph and make payment to the Global Administrative Agent of any amount due under this Section 2.9.3(d), such Syndicated Global Lender shall be deemed, at the option of the Global Administrative Agent, to have unconditionally and irrevocably purchased from the Global Swing Line Lender, as their interests may appear. The purchase of participations without recourse or warranty, an undivided interest in a and participation in the applicable U.K. Swing Line Loan in the amount of the Syndicated Global Loan such Syndicated Global Lender was required to make pursuant to this paragraph shall not relieve Section 2.9.3(d), and such interest and participation may be recovered from such Syndicated Global Lender together with interest thereon at (1) the Borrower of any default Federal Funds Effective Rate in the payment thereofcase of Loans denominated in Dollars and (2) the Overnight Foreign Currency Rate in the case of Loans denominated in any other U.K. Swing Line Currency, in each case for each day during the period commencing on the date of demand by the Global Administrative Agent and ending on the date such obligation is fully satisfied.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify deliver, by hand delivery or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent of such request by telephone (confirmed by telecopy)and the Swing Line Lender, not later than 12:00 noonp.m., New York City timetime (or such later time as the Administrative Agent may agree in its sole discretion), on the day Business 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 the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan shall be an ABR Loan. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender Lender, if any, or otherwise to an account as directed by the Borrower in the applicable Borrowing Request (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.18(e), by remittance to the Issuing Lender) Bank). The Swing Line Lender shall fund each Swing Line Loan by 3:00 p.m., New York City time, time on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and Borrower shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of request a Swing Line Loan if at the time of or immediately after receipt giving effect to the Credit Extension contemplated by the such request a Default or Event of Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Lender of the proceeds of a sale of participations therein Loans shall be promptly remitted to the Administrative Agent; any made in minimum amounts of $50,000 and integral multiples of $50,000 above 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofamount.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees may in its discretion, and in reliance upon the agreements of the other Lenders set forth in this Section 2.04, make available loans in Dollars to make the Borrowers (the “Swing Line Loans to the Borrower Loans”) from time to time during the Revolving 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 exceeding $10,000,000 the Swing Line Sublimit or (ii) the total Total Revolving Exposures Credit Exposure exceeding the total Revolving CommitmentsLine Cap at such time; provided provided, further, that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Administrative Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy)electronically in the form of a Swing Line Loan Notice, not later than 12:00 noon2:00 p.m., New York City time, on the day of a proposed Swing Line Loan. Each such notice Swing Line Loan Notice shall be irrevocable and shall specify the requested date (which shall 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 Swing Line Loan Notice received from the Administrative Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower Borrowers by means of a credit to the general deposit account of the Borrower with identified in the Swing Line Lender Loan Notice (orincluding, in the case of a Swing Line Loan made to finance the reimbursement of an a LC Disbursement Disbursement, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided in by Section 2.04(f2.04(c), by remittance to the Issuing LenderAdministrative Agent to be distributed to the Lenders) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject In addition to the other options available to Borrower hereunder, up to $40,000,000 of the Swing Line Lender’s Commitment shall be available for Swing Line Loans subject to the following terms and conditions set forth herein, conditions. Swing Line Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.10 hereof. All Swing Line Loans shall bear interest at the ABR Rate. In no event shall the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make fund a Swing Line Loan to refinance an if it would increase the total aggregate outstanding Loans by Swing Line LoanLender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of its Commitment or if it would cause the Allocated Facility Amount to exceed the Aggregate Commitment. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, paid in full by the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, on or before the Borrower shall notify fifth (5th) day after the Administrative Agent of Borrowing Date for such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with In addition, the Swing Line Lender (or, i) may at any time in the case of a Swing Line Loan made its sole discretion with respect to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such any outstanding Swing Line Loan. The , or (ii) shall on the fifth (5th) day after the Borrowing Date of any Swing Line Loan, require each Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 (including the Swing Line Loans outstanding. Such notice Lender) to make a Loan in the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans(including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Each Revolving Not later than noon (Chicago time) on the date of any notice received pursuant to this Section 2.14 (provided such notice is given by 10:00 A.M. Chicago time), each Lender hereby absolutely and unconditionally agreesshall make available its required Loan, upon receipt of notice as provided above in this paragraph, to pay funds immediately available in Chicago to the Administrative Agent, for account of Agent at its address specified pursuant to Article XIV. Revolving Loans made pursuant to this Section 2.14 shall initially be ABR Loans and thereafter may be continued as ABR Loans or converted into LIBOR Loans in the manner provided in Section 2.11 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 5.1 or 5.2 had not then been satisfied, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line make Loans pursuant to this paragraph is Section 2.14 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence and or continuance of a Default or reduction Unmatured Default, (c) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower, and that each such payment shall be made without or (d) any offsetother circumstances, abatement, withholding happening or reduction event whatsoever. Each Revolving In the event that any Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect fails to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the make payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 amounts received by amount due under this Section 2.14, the Administrative Agent shall be promptly remitted by 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 such obligation is otherwise fully satisfied. In addition to the Revolving Lenders that foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.14, such Lender shall be deemed, at the option of the Administrative Agent, to have made their payments pursuant to this paragraph unconditionally and to irrevocably purchased from the Swing Line Lender, as their interests may appear. The purchase of participations without recourse or warranty, an undivided interest and participation in a the applicable Swing Line Loan pursuant to this paragraph shall in the amount of such payment not relieve 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 any default in the payment thereofSwing Line Loans.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period Period, each Swing Line Lender severally agrees to make Swing Line Loans to the Borrower 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 $10,000,000 or (ii)made by such Swing Line Lender exceeding its Swing Line Commitment, (ii) such Swing Line Lender’s Revolving Exposure exceeding its Revolving Commitment or (iii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the thea Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the theeach Swing Line Lender of any such notice received from the Borrower. The TheEach Swing Line Lender shall make each eachits ratable portion of the requested Swing Line Loan (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available to the Borrower by means of a credit to the general deposit depositan account of the Borrower with the Swing Line Lender LenderAdministrative Agent designated for such purpose (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. (1) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make a Revolving Loan in Dollars (any such Revolving Loan made by Swing Line Loans Lender pursuant to this Section 2.22 being referred to as a “Swing Line Loan”) to the Borrower Company from time to time during the Revolving Availability Period 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 exceeding $10,000,000 or the Swing Line Sublimit, (ii) the total Revolving Exposures Credit Exposure exceeding the Revolving Commitments, or (iii) the total Revolving Commitments; provided that Credit Exposure exceeding the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR LoanCap. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopyfacsimile), not later than 12:00 noon, New York City time, 2:00 p.m. (Eastern Standard Time) 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the BorrowerCompany. The Swing Line Lender shall make each Swing Line Loan available to the Borrower Company by means of a credit to the general deposit an account of the Borrower with Company as specified in the Swing Line Lender Borrowing Request (or as otherwise directed by the Company) (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC L/C Disbursement as provided in Section 2.04(f2.23(5), by remittance to the applicable Issuing LenderBank, 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 3:00 p.m., New York City time, 4:00 p.m. (Eastern Standard Time) on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Borrowing Request, to Wachovia on or before 2:00 p.m., Charlotte time, on the terms and conditions set forth hereinBusiness Day the proposed Swing Line Loan is to be made, the Swing Line Lender agrees to make Swing Line Loans to the Borrower may from time to time during the Revolving Availability Period irrevocably request that Swing Line Loans be made by Wachovia in an aggregate minimum principal amount at any time outstanding that will of $100,000 and an integral multiple of $50,000. All Swing Line Loans shall be made as Base Rate Loans and shall not result be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by Wachovia, by its close of business on the Business Day telephonic notice is received by it as provided in this clause to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor. If (i) any Swing Line Loan shall be outstanding for more than four Business Days or (ii) any Default shall occur and be continuing, each Revolving Loan Lender (other than Wachovia) irrevocably agrees that it will, at the request of Wachovia, 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 (such outstanding Swing Line Loans exceeding $10,000,000 or (ii) hereinafter referred to as the total Revolving Exposures exceeding the total Revolving Commitments; provided that the “Refunded Swing Line Loans”). On or before 2:00 p.m. (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 not be required to make a Swing Line Loan to refinance deposit in an outstanding Swing Line Loan. Each Swing Line Loan account specified by Wachovia the amount so requested in same day funds and such funds shall be an ABR Loan. Within applied by Wachovia to repay the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Refunded Swing Line Loans. To request a At the time the aforementioned Lenders make the above referenced Revolving Loans, Wachovia shall be deemed to have made, (in consideration of the making of the Refunded Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopyLoans), not later than 12:00 noon, New York City time, on Revolving Loans in an amount equal to Wachovia’s Percentage (determined by reference to its Revolving Loan Commitment) of 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 aggregate principal amount of the requested Refunded Swing Line LoanLoans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender making (oror deemed making, in the case of a Swing Line Wachovia) of any Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such Revolving Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the ’s Revolving Lenders to acquire participations on such Business Day in all or a portion of Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans outstanding. Such notice made (or deemed made, in the case of Wachovia) pursuant to this clause shall be appropriately adjusted to reflect the Administrative Agent shall specify the aggregate amount period of time during which Wachovia had outstanding Swing Line Loans in respect of 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or LoansLoans were made. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above Loan Lender’s obligation to make the Revolving Loans referred to in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is clause shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including (i) any set‑off, counterclaim, recoupment, defense or other right which such Lender may have against Wachovia, any Obligor or any Person for any reason whatsoever; (ii) the occurrence and or continuance of a Default any Default; (iii) any adverse change in the condition (financial or reduction otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after 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 making of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan; (v) any breach of this Agreement or any other Loan acquired pursuant Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to this paragraph, 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 party on behalf any 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing.

Swing Line Loans. (i) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender agrees to make $10,000,000 of the credit otherwise available to the Borrower under the Revolving Credit Commitments by making swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding Credit Commitment Period; provided, that will not result in (i) no Swing Line Loan shall be made if, after giving effect thereto, the aggregate principal amount of Revolving Credit Loans then outstanding plus the aggregate principal amount of Swing Line Loans exceeding $10,000,000 or (iithen outstanding, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitments of the Revolving Credit Lenders. Amounts borrowed by the Borrower under this subsection 2.1(b) may be repaid and, through but excluding the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Termination Date, reborrowed. All Swing Line Lender Loans shall be made as Base Rate Loans and may not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line converted into Eurodollar Loans. To request In order to borrow a Swing Line Loan, the Borrower shall notify give the Swing Line Lender, with a copy to the Administrative Agent of such request Agent, irrevocable notice (which notice must be received by telephone (confirmed by telecopy), not later than the Swing Line Lender prior to 12:00 noonNoon, New York City time, ) on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify requested Borrowing Date specifying the requested date (which shall be a Business Day) and amount of the requested Swing Line LoanLoan which shall be in a minimum amount of $500,000 or whole multiples of $100,000 in excess thereof. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 proceeds of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders Loan will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from to the Borrower (or other party on behalf at the office of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender by crediting the account of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any Borrower at 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofoffice with such proceeds.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.04, to make available loans in Dollars to the Borrowers (the “Swing Line Loans to the Borrower Loans”) from time to time during the Revolving 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 exceeding $10,000,000 the Swing Line Sublimit or (ii) the total Revolving Exposures exceeding the total Revolving Commitments[reserved]; provided provided, further, that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Administrative Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy)electronically in the form of a Swing Line Loan Notice, not later than 12:00 noon, New York City time, 2:00 p.m. on the day of a proposed Swing Line Loan. Each such notice Swing Line Loan Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 (and in integral multiples of $50,000 in excess thereof) unless the requested Swing Line Loan is used to finance reimbursement of LC Disbursements in accordance with the terms hereof in which case no such minimum amount shall apply. The Administrative Agent will promptly advise the Swing Line Lender of any such notice Swing Line Loan Notice received from the Administrative Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower Borrowers by means of a credit to the general deposit account of the Borrower with identified in the Swing Line Lender Loan Notice (orincluding, in the case of a Swing Line Loan made to finance the reimbursement of an a LC Disbursement Disbursement, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided in by Section 2.04(f2.04(c), by remittance to the Issuing LenderAdministrative Agent to be distributed to the Revolving Credit Lenders) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject In addition to the other options available to Borrower hereunder, up to $80,000,000 shall be available for Swing Line Loans subject to the following terms and conditions set forth herein, conditions. Swing Line Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.10 hereof. All Swing Line Loans shall bear interest at the ABR Rate. In no event shall the Swing Line Lender agrees be required to make fund a Swing Line Loans to Loan if it would increase the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in sum of (i) the Swing Line Lender’s Percentage of the total aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or hereunder, plus (ii) its Percentage of Facility Letter of Credit Obligations, plus (iii) its other outstanding Loans (other than Competitive Bid Loans) to an amount in excess of its Commitment or if it would cause the total Revolving Exposures exceeding Allocated Facility Amount to exceed the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line LoanAggregate Commitment. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, paid in full by the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, on or before the Borrower shall notify fifth (5th) day after the Administrative Agent of Borrowing Date for such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with In addition, the Swing Line Lender (or, i) may at any time in the case of a Swing Line Loan made its sole discretion with respect to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such any outstanding Swing Line Loan. The , or (ii) shall on the fifth (5th) day after the Borrowing Date of any Swing Line Loan, require each Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 (including the Swing Line Loans outstanding. Such notice Lender) to make a Loan in the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans(including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Each Revolving Not later than noon (Chicago time) on the date of any notice received pursuant to this Section 2.14 (provided such notice is given by 10:00 A.M. Chicago time), each Lender hereby absolutely and unconditionally agreesshall make available its required Loan, upon receipt of notice as provided above in this paragraph, to pay funds immediately available in Chicago to the Administrative Agent, for account of Agent at its address specified pursuant to Article XIV. Revolving Loans made pursuant to this Section 2.14 shall initially be ABR Loans and thereafter may be continued as ABR Loans or converted into LIBOR Loans in the manner provided in Section 2.11 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 5.1 or 5.2 had not then been satisfied, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line make Loans pursuant to this paragraph is Section 2.14 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (a) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence and or continuance of a Default or reduction Unmatured Default, (c) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower, and that each such payment shall be made without or (d) any offsetother circumstances, abatement, withholding happening or reduction event whatsoever. Each Revolving In the event that any Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect fails to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the make payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 amounts received by amount due under this Section 2.14, the Administrative Agent shall be promptly remitted by 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 such obligation is otherwise fully satisfied. In addition to the Revolving Lenders that foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.14, such Lender shall be deemed, at the option of the Administrative Agent, to have made their payments pursuant to this paragraph unconditionally and to irrevocably purchased from the Swing Line Lender, as their interests may appear. The purchase of participations without recourse or warranty, an undivided interest and participation in a the applicable Swing Line Loan pursuant to this paragraph shall in the amount of such payment not relieve 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 any default in the payment thereofSwing Line Loans.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Agent shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (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), a duly completed and executed Notice of such request by telephone (confirmed by telecopy)Borrowing to the Administrative Agent and the Swing Line Lender, not later than 12:00 noon, New York City timetime (or such later time as the Administrative Agent may agree in its sole discretion), on the day Business 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 the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan 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 means of a credit to the general deposit account of the relevant Borrower with the Swing Line Lender 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 provided in Section 2.04(f)expressly permitted herein, by remittance to the Issuing Lender) Bank). The Swing Line Lender shall endeavor to fund each Swing Line Loan by 3:00 p.m., New York City time and shall in all events fund each Swing Line Loan validly requested in accordance with the terms hereof by no later than 5:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Borrower Agent shall not request a Swing Line Lender may by written notice given Loan if at the time of or immediately after giving effect to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on Borrowing contemplated by such Business Day in all request a Default or a portion Event of the Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Loans outstandingshall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount. Such Without in any way limiting the obligation of the Borrower Agent to confirm in writing any telephonic notice to the Administrative Agent shall specify the aggregate amount of any Borrowing or prepayment of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such noticeLoans, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests the case may appear. The purchase be, may act without liability upon the basis of participations in a telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swing Line Loan pursuant Lender, as the case may be, in good faith to this paragraph shall not relieve be from a Responsible Officer of the Borrower Agent, prior to receipt of any default in written confirmation. In each such case, the payment thereofBorrowers hereby waive the right to dispute the Administrative Agent’s or the Swing Line Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Swing Line Loans, as the case may be, absent manifest error.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Agent shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent and the Swing Line 46 AMERICAS 94977503 Lender), a duly completed and executed Notice of such request by telephone (confirmed by telecopy)Borrowing to the Administrative Agent and the Swing Line Lender, not later than 12:00 noon, New York City timetime (or such later time as the Administrative Agent may agree in its sole discretion), on the day Business 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 the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan 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 means of a credit to the general deposit account of the relevant Borrower with the Swing Line Lender 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 provided in Section 2.04(f)expressly permitted herein, by remittance to the Issuing Lender) Bank). The Swing Line Lender shall endeavor to fund each Swing Line Loan by 3:00 p.m., New York City time and shall in all events fund each Swing Line Loan validly requested in accordance with the terms hereof by no later than 5:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Borrower Agent shall not request a Swing Line Lender may by written notice given Loan if at the time of or immediately after giving effect to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on Borrowing contemplated by such Business Day in all request a Default or a portion Event of the Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Loans outstandingshall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount. Such Without in any way limiting the obligation of the Borrower Agent to confirm in writing any telephonic notice to the Administrative Agent shall specify the aggregate amount of any Borrowing or prepayment of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such noticeLoans, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests the case may appear. The purchase be, may act without liability upon the basis of participations in a telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swing Line Loan pursuant Lender, as the case may be, in good faith to this paragraph shall not relieve be from a Responsible Officer of the Borrower Agent, prior to receipt of any default in written confirmation. In each such case, the payment thereofBorrowers hereby waive the right to dispute the Administrative Agent’s or the Swing Line Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Swing Line Loans, as the case may be, absent manifest error.

Swing Line Loans. Subject (i) As it is understood that the purpose for the Swing Line Loan is to the terms and conditions set forth hereinfund AGCO's operating account, the Swing Line Lender agrees Loans and repayments to make the Swing Line Bank may be made on a sweep basis, requiring no formal notification from AGCO. The Swing Line Bank may at its discretion, upon three (3) Business Days' written notice to AGCO, choose to require written notification of Swing Line Loans from AGCO, but is not required to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at do so. At any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request Bank makes a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone each Multicurrency Revolving Tranche Loan Lender (confirmed by telecopy), not later other than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of Bank) shall be deemed, without further action by any Person, to have purchased from the Swing Line Bank an unfunded participation in any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available in an amount equal to the Borrower by means of such Multicurrency Revolving Tranche Loan Lender's Pro Rata Share (calculated in accordance with Section 2.11(e)(iv) if any Lender is a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Defaulting Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loansand shall be obligated to fund such participation as a Multicurrency Revolving Tranche Loan at such time and in the manner provided below. Each such Multicurrency Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Tranche Loan Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its 's obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute participate in, purchase and fund such participating interests shall be absolute, irrevocable and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Bank or any other Person for any reason whatsoever, including ; (2) the occurrence and or continuance of a Default or reduction an Event of Default or the termination of the Multicurrency Revolving Tranche Loan Commitments; (3) any adverse change in the condition (financial or otherwise) of AGCO or any other Person; (4) any breach of this Agreement by any Borrower or any other Lender; or (5) any other circumstance, and that happening or event whatsoever, whether or not similar to any of the foregoing. Each Borrower hereby consents to each such payment shall be made without any offset, abatement, withholding or reduction whatsoeversale and assignment. Each Multicurrency Revolving Tranche Loan Lender shall comply agrees to fund its Pro Rata Share (calculated in accordance with its obligation under this paragraph by wire transfer Section 2.11(e)(iv) if any Lender is a Defaulting Lender) of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any an outstanding Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be on (x) the Business Day on which demand therefor is made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from Bank, provided that such demand is made not later than 11:00 a.m. (New York City time) on such Business Day, or (y) the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan first Business Day next succeeding such demand if such demand is made after receipt such time. Upon any such assignment by the Swing Line Bank to any other Multicurrency Revolving Tranche Loan Lender of the proceeds of a sale of participations therein shall be promptly remitted 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 Swing Line Lender, as their interests may appear. The purchase of participations participation in a Swing Line Loan, the Swing Line Bank represents and warrants to such other Multicurrency Revolving Tranche Loan pursuant to this paragraph shall not relieve Lender that it is the Borrower legal and beneficial owner of any default in the payment thereof.such interest being assigned by it, but makes no other

Swing Line Loans. Subject As Borrower desires to obtain Swing Line Loans hereunder, Borrower shall give the terms Agent and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to Bank notice thereof by not later than Noon (Cleveland, Ohio time), on the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount proposed Banking Day of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that borrowing. Each request once received by the Swing Line Lender Bank shall not be required irrevocable. Such notice may be made orally by an Authorized Officer, or upon a request transmitted to make a the Agent and Swing Line Loan to refinance Bank by telex, facsimile machine or other form of written electronic communication and signed by an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line LoanAuthorized Officer. The Administrative Agent will promptly advise and the Swing Line Lender of any Bank may rely, without further inquiry, on all such notice requests which shall have been received from the Borrowerby it in good faith by anyone reasonably believed to be an Authorized Officer. The Swing Line Lender Bank may require telephonic or other oral requests to be followed immediately by a written request. Each request shall make each Swing Line Loan available to in and of itself constitute a representation and warranty on behalf of Borrower that no Default or Unmatured Default has occurred and is continuing or would result from the Borrower by means of a credit to the general deposit account making of the Borrower with requested Advance. No requested Advance shall cause the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 principal balance of the Swing Line Loans outstanding. Such notice to exceed the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participateCommitment. Promptly upon receipt of Subject to borrowing availability, by 2:00 p.m. (Cleveland, Ohio time) on each such noticeborrowing date, the Administrative Agent will give notice thereof Swing Line Bank agrees to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such make its Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay Borrower by deposit to the Administrative Agent, for account of Borrower with National City. The aggregate principal amount of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by made on any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 19 borrowing date 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 a minimum of immediately available funds, One Hundred Thousand Dollars ($100,000) and in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender integral multiples of One Hundred Thousand Dollars (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders$100,000), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject (i) As it is understood that the purpose for the Swing Line Loan is to the terms and conditions set forth hereinfund AGCO’s operating account, the Swing Line Lender agrees Loans and repayments to make the Swing Line Bank may be made on a sweep basis, requiring no formal notification from AGCO. The Swing Line Bank may at its discretion, upon three (3) Business Days’ written notice to AGCO, choose to require written notification of Swing Line Loans from AGCO, but is not required to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at do so. At any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request Bank makes a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone each Lender (confirmed by telecopy), not later other than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of Bank) shall be deemed, without further action by any Person, to have purchased from the Swing Line Bank an unfunded participation in any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available in an amount equal to the Borrower by means of a credit to the general deposit account of the Borrower such Lender’s Pro Rata Share (calculated in accordance with the Swing Line Section 2.11(e)(iv) if any Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of is an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Impacted Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loansand shall be obligated to fund such participation as a Revolving Loan at such time and in the manner provided below. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute participate in, purchase and fund such participating interests shall be absolute, irrevocable and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Bank or any other Person for any reason whatsoever, including ; (2) the occurrence and or continuance of a Default or reduction an Event of Default or the termination of the Revolving Loan Commitments; (3) any adverse change in the condition (financial or otherwise) of AGCO or any other Person; (4) any breach of this Agreement by any Borrower or any other Lender; or (5) any other circumstance, and that happening or event whatsoever, whether or not similar to any of the foregoing. Each Borrower hereby consents to each such payment shall be made without any offset, abatement, withholding or reduction whatsoeversale and assignment. Each Revolving Lender shall comply agrees to fund its Pro Rata Share (calculated in accordance with its obligation under this paragraph Section 2.11(e)(iv) if any Lender is an Impacted Lender) of an outstanding Swing Line Loan on (x) the Business Day on which demand therefor is made by wire transfer the Swing Line Bank, provided that such demand is made not later than 11:00 a.m. (New York City time) on such Business Day, or (y) the first Business Day next succeeding such demand if such demand is made after such time. Upon any such assignment by the Swing Line Bank to any other Lender of immediately available fundsa participation in a Swing Line Loan, in the same manner as provided in Section 2.05 Swing Line Bank represents and warrants to such other Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to Loans made by such Revolving Lender (Swing Line Loan, the Loan Documents or the Borrowers. If and Section 2.07 shall apply, mutatis mutandis, to the payment obligations extent that any Lender shall not have so made the amount of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations such participation in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent and not to forthwith on demand such amount together with interest thereon, for each day from the Swing Line Lender. Any amounts received date of request by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate. If such Lender from shall pay to the Borrower (or other party on behalf Administrative Agent such amount for the account of the Borrower) Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a U.S. Dollar Revolving Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Loan after receipt made by the Swing Line Lender of the proceeds of a sale of participations therein Bank shall be promptly remitted to the Administrative Agent; any reduced by 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofamount on such Business Day.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Borrowers shall notify deliver, by hand delivery or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent of such request by telephone (confirmed by telecopy)and the Swing Line Lender, not later than 12:00 noon10:00 a.m., New York City timetime (or such later time as the Administrative Agent may agree in its sole discretion), on the day Business 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 the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan shall be an ABR Loan. The Swing Line Lender shall make each Swing Line Loan available to the any Borrower by means of a credit to the general deposit account of the such Borrower with the Swing Line Lender Lender, if any, or otherwise to an account as directed by such Borrower in the applicable Borrowing Request (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.18(e), by remittance to the Issuing Lender) Bank). The Swing Line Lender shall endeavor to fund each Swing Line Loan by 3:00 p.m., New York City time, and will fund such Swing Line Loan by 5:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and Borrowers shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of request a Swing Line Loan if at the time of or immediately after receipt giving effect to the Credit Extension contemplated by the such request a Default or Event of Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Lender of the proceeds of a sale of participations therein Loans shall be promptly remitted to the Administrative Agent; any made in minimum amounts of $50,000 and integral multiples of $50,000 above 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofamount.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Agent shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (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), a duly completed and executed Notice of such request by telephone (confirmed by telecopy)Borrowing to the Administrative Agent and the Swing Line Lender, not later than 12:00 noon, New York City timeCincinnati, Ohio time (or such later time as the Administrative Agent may agree in its sole discretion), on the day Business 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 the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan 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 means of a credit to the general deposit account of the relevant Borrower with the Swing Line Lender 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 provided in Section 2.04(f)expressly permitted herein, by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line LoanBank). The Swing Line Lender may shall endeavor to fund each Swing Line Loan by written notice given 3:00 p.m., Cincinnati, Ohio time and shall in 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 or immediately after giving effect to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on Borrowing contemplated by such Business Day in all request a Default or a portion Event of the Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Loans outstandingshall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount. Such Without in any way limiting the obligation of the Borrower Agent to confirm in writing any telephonic notice to the Administrative Agent shall specify the aggregate amount of any Borrowing or prepayment of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such noticeLoans, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests the case may appear. The purchase be, may act without liability upon the basis of participations in a telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swing Line Loan pursuant Lender, as the case may be, in good faith to this paragraph shall not relieve be from a Responsible Officer of the Borrower Agent, prior to receipt of any default in written confirmation. In each such case, the payment thereofBorrowers hereby waive the right to dispute the Administrative Agent’s or the Swing Line Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Swing Line Loans, as the case may be, absent manifest error.

Swing Line Loans. Subject to the terms and conditions set forth herein, The Borrower may borrow under the Swing Line Lender agrees Commitment pursuant to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; Section 2.3, provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request and a Swing Line Lender, which notice may be given by: (A) telephone or (B) a Borrowing Request; provided that any telephonic notice must be confirmed promptly by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on delivery to the day Administrative Agent and a Swing Line Lender of a proposed Swing Line LoanBorrowing Request. Each such notice Borrowing Request shall be irrevocable and shall specify must be received by no later than 3:00 p.m. on the requested date Borrowing Date (which shall or, (x) with respect to Alternative Currency denominated Swing Line Loans, no later than 3:00 p.m. on the Business Day immediately preceding the requested Borrowing Date, and (y) with respect to a Borrowing Request submitted to MUFG as Swing Line Lender, 8.00 a.m. on the Business Day immediately preceding the requested Borrowing Date), specifying (i) the currency and aggregate principal amount to be a Business Dayborrowed under the Swing Line Commitment, (ii) the requested Borrowing Date, and (iii) the amount of, and the length of the requested Swing Line Interest Period for, each Swing Line Loan, provided, however, that no such Swing Line Interest Period shall end after the fifth Business Day prior to the Revolving Credit Maturity Date. The Administrative Agent will promptly advise the Such Swing Line Lender of any will then, subject to its agreement with the Borrower on the Negotiated Rate to be applied thereto, make the requested amount available promptly on the requested Borrowing Date, to the Administrative Agent who, thereupon, will promptly make such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan amount available to the Borrower at the Administrative Agent’s Office by means of a credit to crediting the general deposit account of the Borrower with the at such office. Each borrowing of Swing Line Lender (Loans shall be in an aggregate principal amount equal to $1,000,000 or such amount plus a whole multiple of $500,000 in excess thereof or, in if less, the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a unused portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofCommitment Amount.

Swing Line Loans. Subject to the terms and conditions set forth herein, The Borrower may borrow under the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time Commitment on any Business Day during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinCommitment Period, the Borrower may borrowprovided, prepay and reborrow Swing Line Loans. To request a Swing Line Loanhowever, that the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender (by telephone or fax) no later than 3:00 P.M. on the requested Borrowing Date, specifying (i) the amount to be borrowed under the Swing Line Commitment, (ii) the length of the Interest Period for each such Swing Line Loan, provided, however, that no Interest Period selected in respect of any Swing Line Loan shall end after the Swing Line Termination Date, and (iii) the requested Borrowing Date. Each borrowing of Swing Line Loans shall be in an aggregate principal amount equal to $250,000 or such notice received from amount plus an integral multiple of $100,000 in excess thereof or, if less, the Borrowerunused amount of the Swing Line Commitment. The Swing Line Lender shall will then, subject to its determination that the terms and conditions of this Agreement have been satisfied, make each Swing Line Loan the requested amount available promptly on that same day, to the Administrative Agent who, thereupon, will promptly make such amount available to the Borrower at the office of the Administrative Agent specified in Section 11.2 by means of a credit to crediting the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date books of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 office of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent. (b) Upon receipt of each notice of borrowing of Revolving Credit Loans from the Borrower, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay notify each Lender thereof. Subject to its receipt of the Swing Line notice referred to in the preceding sentence, (i) each Lender will make the amounts so received by it from the amount of its Commitment Percentage of each Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Credit Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made available to the Administrative Agent and for the account of the Borrower at the office of the Administrative Agent set forth in Section 11.2 not to later than 12:00 Noon on the Swing Line Lender. Any amounts received relevant Borrowing Date requested by the Swing Line Lender from the Borrower (or other 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 funds immediately available to the Administrative Agent; any Agent at such office. The amounts received by so made available to the Administrative Agent shall be promptly remitted by the Administrative Agent on such Borrowing Date will then, subject to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.16

Swing Line Loans. (i) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender agrees to make $15,000,000 of the credit otherwise available to the Borrower under the Revolving Credit Commitments by making swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding Credit Commitment Period; provided, that will not result in (i) no Swing Line Loan shall be made if, after giving effect thereto, the aggregate principal amount of Revolving Credit Loans then outstanding plus the aggregate principal amount of Swing Line Loans exceeding $10,000,000 or (iithen outstanding, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitments of the Revolving Credit Lenders. Amounts borrowed by the Borrower under this subsection 2.1(b) may be repaid and, through but excluding the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Termination Date, reborrowed. All Swing Line Lender Loans shall be made as Base Rate Loans and may not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line converted into Eurodollar Loans. To request In order to borrow a Swing Line Loan, the Borrower shall notify give the Swing Line Lender, with a copy to the Administrative Agent of such request Agent, irrevocable notice (which notice must be received by telephone (confirmed by telecopy), not later than the Swing Line Lender prior to 12:00 noonNoon, New York City time, ) on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify requested Borrowing Date specifying the requested date (which shall be a Business Day) and amount of the requested Swing Line LoanLoan which shall be in a minimum amount of $1,000,000 or whole multiples of $100,000 in excess thereof. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 proceeds of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders Loan will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from to the Borrower (or other party on behalf at the office of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender by crediting the account of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any Borrower at 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofoffice with such proceeds.

Swing Line Loans. Subject In addition to the other options available to Borrower hereunder, up to $80,000,000 shall be available for Swing Line Loans subject to the following terms and conditions set forth herein, conditions. Swing Line Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.10 hereof. All Swing Line Loans shall bear interest at the ABR Rate. In no event shall the Swing Line Lender agrees be required to make fund a Swing Line Loans to Loan if it would increase the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in sum of (i) the Swing Line Lender’s Percentage of the total aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or hereunder, plus (ii) its Percentage of Facility Letter of Credit Obligations, plus (iii) its other outstanding Loans (other than Competitive Bid Loans) to an amount in excess of its Commitment or if it would cause the total Revolving Exposures exceeding Allocated Facility Amount to exceed the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line LoanAggregate Commitment. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, paid in full by the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, on or before the Borrower shall notify fifth (5th) day after the Administrative Agent of Borrowing Date for such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with In addition, the Swing Line Lender (or, i) may at any time in the case of a Swing Line Loan made its sole discretion with respect to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such any outstanding Swing Line Loan. The , or (ii) shall on the fifth (5th) day after the Borrowing Date of any Swing Line Loan, require each Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 (including the Swing Line Loans outstanding. Such notice Lender) to make a Loan in the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans(including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Each Revolving Not later than noon (Chicago time) on the date of any notice received pursuant to this Section 2.14 (provided such notice is given by 10:00 A.M. Chicago time), each Lender hereby absolutely and unconditionally agreesshall make available its required Loan, upon receipt of notice as provided above in this paragraph, to pay funds immediately available in Chicago to the Administrative Agent, for account of Agent at its address specified pursuant to Article XIV. Revolving Loans made pursuant to this Section 2.14 shall initially be ABR Loans and thereafter may be continued as ABR Loans or converted into LIBOR Loans in the manner provided in Section 2.11 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 5.1 or 5.2 had not then been satisfied, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line make Loans pursuant to this paragraph is Section 2.14 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (a) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence and or continuance of a Default or reduction Unmatured Default, (c) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower, and that each such payment shall be made without or (d) any offsetother circumstances, abatement, withholding happening or reduction event whatsoever. Each Revolving In the event that any Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect fails to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the make payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 amounts received by amount due under this Section 2.14, the Administrative Agent shall be promptly remitted by 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 such obligation is otherwise fully satisfied. In addition to the Revolving Lenders that foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.14, such Lender shall be deemed, at the option of the Administrative Agent, to have made their payments pursuant to this paragraph unconditionally and to irrevocably purchased from the Swing Line Lender, as their interests may appear. The purchase of participations without recourse or warranty, an undivided interest and participation in a the applicable Swing Line Loan pursuant to this paragraph shall in the amount of such payment not relieve 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 Termination Date, the Borrower shall repay in full the outstanding principal balance of any default in the payment thereofSwing Line Loans.

Swing Line Loans. Subject In addition to the other options available to the Borrower hereunder, up to $80,000,000 shall be available for Swing Line Loans subject to the following terms and conditions set forth herein, conditions. Swing Line Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.10 hereof. All Swing Line Loans shall bear interest at the ABR Rate applicable to the Revolving Credit Facility. In no event shall the Swing Line Lender agrees be required to make fund a Swing Line Loans to Loan if it would increase the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in sum of (i) the Swing Line Lender’s Revolving Credit Percentage of the total aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or hereunder, plus (ii) its Revolving Credit Percentage of Facility Letter of Credit Obligations, plus (iii) its other outstanding Revolving Loans (other than Competitive Bid Loans) to an amount in excess of its Revolving Credit Commitment or if it would cause the total Allocated Facility Amount to exceed the Aggregate Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line LoanCredit Commitment. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, paid in full by the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, on or before the Borrower shall notify fifth (5th) day after the Administrative Agent of Borrowing Date for such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with In addition, the Swing Line Lender (or, i) may at any time in the case of a Swing Line Loan made its sole discretion with respect to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such any outstanding Swing Line Loan. The , or (ii) shall on the fifth (5th) day after the Borrowing Date of any Swing Line Loan, require each Revolving Credit Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 (including the Swing Line Loans outstanding. Such notice Lender) to make a Revolving Loan in the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loan or Loans(including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Each Not later than noon (Chicago time) on the date of any notice received pursuant to this Section 2.14 (provided such notice is given by 10:00 A.M. Chicago time), each Revolving Credit Lender hereby absolutely and unconditionally agreesshall make available its required Revolving Loan, upon receipt of notice as provided above in this paragraph, to pay funds immediately available in Chicago to the Administrative Agent, for account of Agent at its address specified pursuant to Article XIV. Revolving Loans made pursuant to this Section 2.14 shall initially be ABR Loans and thereafter may be continued as ABR Loans or converted into LIBOR Loans in the manner provided in Section 2.11 and subject to the other conditions and limitations set forth in this Article II. Unless a Revolving Credit Lender shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 5.1 or 5.2 had not then been satisfied, such Revolving Credit Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line make Revolving Loans pursuant to this paragraph is Section 2.14 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (a) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence and or continuance of a Default or reduction Unmatured Default, (c) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower, and that each such payment shall be made without or (d) any offsetother circumstances, abatement, withholding happening or reduction event whatsoever. Each In the event that any 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 2.05 with respect fails to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the make payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 amounts received by amount due under this Section 2.14, the Administrative Agent shall be promptly remitted by entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Credit Lender hereunder until the Administrative Agent receives such payment from such Revolving Credit Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Revolving Lenders that Credit Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.14, such Revolving Credit Lender shall be deemed, at the option of the Administrative Agent, to have made their payments pursuant to this paragraph unconditionally and to irrevocably purchased from the Swing Line Lender, as their interests may appear. The purchase of participations without recourse or warranty, an undivided interest and participation in a the applicable Swing Line Loan pursuant to this paragraph shall in the amount of such payment not relieve made by such Revolving Credit Lender, and such interest and participation may be recovered from such Revolving Credit 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 Revolving Credit Termination Date, the Borrower shall repay in full the outstanding principal balance of any default in the payment thereofSwing Line Loans.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (ia) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall from time to time from the Availability Date through the day prior to the Termination Date make each Swing Line Loans in Dollars to Borrower in such amounts as Borrower may request, provided that (i) after giving effect to such Swing Line Loan, (A) the aggregate Swing Line Outstandings shall not exceed $15,000,000 and (B) the aggregate principal outstanding amount of all Revolving Loans and Swing Line Loans plus the Letter of Credit Liabilities shall not exceed the aggregate Revolving Commitments, (ii) without the consent of all of the Revolving Lenders, no Swing Line Loan available to may be made during the Borrower by means continuation of a credit to the general deposit account any Default or Event of the Borrower with Default and (iii) the Swing Line Lender (or, in has not given at least twenty-four hours prior notice to Borrower that availability under the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)is suspended or terminated. Borrower may borrow, by remittance repay and reborrow under this Section. Unless notified to the Issuing Lender) contrary by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Lender, borrowings under the Swing Line Lender may be made in amounts which are integral multiples of $1,000,000 upon telephonic request by written notice given a Responsible Official of Borrower made to the Administrative Agent not later than 10:00 a.m., New York City 1:00 P.M. (California local time), on any the Domestic Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the requested Swing Line Loans outstandingLoan (which telephonic request shall be promptly confirmed in writing by telecopier). Such notice to Promptly after receipt of such a request for a Swing Line Loan, the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay provide telephonic verification to the Swing Line Lender that the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any requested Swing Line Loan acquired pursuant to is in conformity with this paragraphSection. Unless the Swing Line Lender otherwise agrees, and thereafter payments in respect each repayment of such a Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lenderin an amount which is an integral multiple of $1,000,000. Any amounts received by If Borrower instructs the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by 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 proceeds of Swing Line Lender otherwise receives repayment, after 3:00 p.m. (California local time), on a sale of participations therein Domestic Business Day, such payment shall be deemed received on the next Domestic Business Day. The Swing Line Lender shall promptly remitted to the Administrative Agent; any such amounts received by notify 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 of the Swing Line Lender, as their interests may appear. The purchase of participations in Loan Outstandings each time there is a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofchange therein.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Agent shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (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), a duly completed and executed Notice of such request by telephone (confirmed by telecopy)Borrowing to the Administrative Agent and the Swing Line Lender, not later than 12:00 noon, New York City timeCincinnati, Ohio time (or such later time as the Administrative Agent may agree in its sole discretion), on the day Business 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 the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan shall be an ABR Loan (and may not be converted into a Tranche Rate Loan). The Swing Line Lender shall make each Swing Line Loan available to the relevant Borrower by means of a credit to the general deposit account of the relevant Borrower with the Swing Line Lender 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 provided in Section 2.04(f)expressly permitted herein, by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line LoanBank). The Swing Line Lender may shall endeavor to fund each Swing Line Loan by written notice given 3:00 p.m., Cincinnati, Ohio time and shall in 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 or immediately after giving effect to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on Borrowing contemplated by such Business Day in all request a Default or a portion Event of the Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Loans outstandingshall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount. Such Without in any way limiting the obligation of the Borrower Agent to confirm in writing any telephonic notice to the Administrative Agent shall specify the aggregate amount of any Borrowing or prepayment of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such noticeLoans, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests the case may appear. The purchase be, may act without liability upon the basis of participations in a telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swing Line Loan pursuant Lender, as the case may be, in good faith to this paragraph shall not relieve be from a Responsible Officer of the Borrower Agent, prior to receipt of any default in written confirmation. In each such case, the payment thereofBorrowers hereby waive the right to dispute the Administrative Agent’s or the Swing Line Lenxxx’x record of the terms of such telephonic notice of such Borrowing or prepayment of Swing Line Loans, as the case may be, absent manifest error.

Swing Line Loans. Subject to the terms and conditions set forth herein, The Borrower may borrow under the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time Commitment on any Business Day during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinCommitment Period, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, provided that the Borrower shall notify the Administrative Agent of such request and the Swing Line Lender (by telephone (or telecopy confirmed promptly, and in any event within five Business Days, by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify delivery to the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise and the Swing Line Lender of any such notice received from a Borrowing Request manually signed by the Borrower) no later than: 12:00 noon, on the requested Borrowing Date, in the case of Swing Line Negotiated Rate Advances and 3:00 p.m. on the requested Borrowing Date, in the case of Swing Line ABR Advances, specifying a. the aggregate principal amount to be borrowed under the Swing Line Commitment, b. the requested Borrowing Date, x. xxxther such borrowing is to consist of one or more Swing Line Negotiated Rate Advances, Swing Line ABR Advances, or a combination thereof and d. the length of the Swing Line Interest Period for each Swing Line Loan, provided, however, that no Swing Line Interest Period selected in respect of any Swing Line Loan shall end after the Swing Line Termination Date. The Swing Line Lender shall make each Swing Line Loan available will then, subject to its determination that the Borrower by means terms and conditions of a credit to the general deposit account of the Borrower with the Swing Line Lender (orthis Agreement have been satisfied and, in the case of a Swing Line Loan made Negotiated Rate Advance, subject to finance its agreement with the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, Borrower on the Negotiated Rate to be applicable thereto, make the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given amount available promptly on that same day, to the Administrative Agent not later than 10:00 a.m.who, New York City timethereupon, will promptly make such amount available to the Borrower at the office of the Administrative Agent specified in Section 11.2 by crediting the account of the Borrower on any Business Day require the Revolving Lenders books of such office of the Administrative Agent. Each borrowing of Swing Line Loans shall be in an aggregate principal amount equal to acquire participations on $500,000 or such Business Day amount plus a whole multiple of $100,000 in all or a excess thereof or, if less, the unused portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofCommitment Amount.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall from time to time from the Effective Date through the day prior to the Termination Date make each Swing Line Loans in Dollars to Borrower in such amounts as Borrower may request, PROVIDED that (i) after giving effect to such Swing Line Loan, (A) the aggregate Swing Line Outstandings shall not exceed $15,000,000 and (B) the aggregate principal outstanding amount of all Committed Loans, Money Market Loans and Swing Line Loans plus the Letter of Credit Liabilities shall not exceed the aggregate Commitments, (ii) without the consent of all of the Lenders, no Swing Line Loan available to may be made during the Borrower by means continuation of a credit to the general deposit account any Default or Event of the Borrower with Default and (iii) the Swing Line Lender (or, in has not given at least twenty-four hours prior notice to Borrower that availability under the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)is suspended or terminated. Borrower may borrow, by remittance repay and reborrow under this Section. Unless notified to the Issuing Lender) contrary by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Lender, borrowings under the Swing Line Lender may be made in amounts which are integral multiples of $1,000,000 upon telephonic request by written notice given a Responsible Official of Borrower made to the Administrative Agent not later than 10:00 a.m., New York City 1:00 P.M. (California local time), on any the Domestic Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the requested Swing Line Loans outstandingLoan (which telephonic request shall be promptly confirmed in writing by telecopier). Such notice to Promptly after receipt of such a request for a Swing Line Loan, the Administrative Agent shall specify provide telephonic verification to the aggregate Swing Line Lender that the requested Swing Line Loan is in conformity with this Section. Unless the Swing Line Lender otherwise agrees, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $1,000,000. If Borrower 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 local time), on a Domestic Business Day, such payment shall be deemed received on the next Domestic Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein. The Swing Line Lender shall be responsible for submitting invoices to Borrower for such interest. The interest payable on Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, shall be solely for the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage Lender unless and until the Banks fund their participations therein pursuant to clause (d) of such Swing Line Loan or Loansthis Section. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in The Swing Line Loans pursuant shall be payable on demand made by the Swing Line Lender and in any event on the Termination Date. Upon the making of a Swing Line Loan, each Lender shall be deemed to this paragraph is have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender's percentage of the aggregate Commitments TIMES the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to such percentage, promptly provide to the Swing Line Lender its purchase price therefor in an amount equal to its participation therein. The obligation of each Lender to so provide its purchase price to the Swing Line Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination Event of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverDefault. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as that has provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from purchase price due for its participation in Swing Line Loans shall thereupon acquire a pro rata participation, to the Revolving Lenders. The Administrative Agent extent of such payment, in the claim of the Swing Line Lender against Borrower for principal and interest and shall notify the Borrower of any participations share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Lender paid the Swing Line Loan acquired pursuant Lender its purchase price) with respect to this paragraph, and thereafter payments in respect of such claim. In the event that the Swing Line Loan shall be Outstandings are in excess of $10,000,000 on three consecutive Domestic Business Days then, on the next Domestic Business Day (unless Borrower has made to the Administrative Agent and not other arrangements acceptable to the Swing Line LenderLender to reduce the Swing Line Outstandings below $10,000,000), Borrower shall request a Borrowing in an amount sufficient to reduce the Swing Line Outstandings below $10,000,000. Any amounts received In addition, upon any demand for payment of the Swing Line Outstandings by the Swing Line Lender from the (unless Borrower (or has made other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by arrangements acceptable to the Swing Line Lender of to reduce the proceeds of Swing Line Outstandings to $0), Borrower shall request a sale of participations therein shall be promptly remitted Borrowing in an amount sufficient to repay all Swing Line Outstandings (and, for this purpose, the limitations as to the Administrative Agent; any such minimum amounts received by of Base Rate Borrowings set forth in Section 2.01 shall not apply). In each case, the Administrative Agent shall be promptly remitted automatically provide the responsive Loans made by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and each Lender to the Swing Line LenderLender (which the Swing Line Lender shall then apply to the Swing Line Outstandings). In the event that Borrower fails to request a Borrowing within the time specified by Section 2.02 on any such date, the Administrative Agent may, but shall not be required to, without notice to or the consent of Borrower, cause Loans to be made by the Lenders under their Commitments in amounts which are sufficient to reduce the Swing Line Outstandings as their interests may appearrequired above. The purchase conditions precedent set forth in Section 3.01 shall not apply to Loans to be made by the Lenders pursuant to the three preceding sentences. The proceeds of participations in a such Loans shall be paid directly to the Swing Line Loan pursuant Lender for application to this paragraph shall not relieve the Borrower of any default in the payment thereofSwing Line Outstandings.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each U.K. Swing Line Loan shall be an ABR paid in full by the relevant Global Borrower on or before the date that is the last day of the Interest Period applicable to such U.K. Swing Line Loan and shall be prepaid if required in connection with the provisions of Section 2.3(B)(ii). Outstanding U.K. Swing Line Loans may be repaid from the proceeds of Syndicated Global Advances. Any repayment or prepayment of a U.K. Swing Line Loan shall be accompanied by accrued interest thereon and, subject to Section 2.9.3(a), shall be in the minimum amount of $50,000 or the Equivalent Amount in the relevant U.K. Swing Line Currency (or such lesser amount as may be agreed to by the Global Swing Line Lender) and in increments of $50,000 or the Equivalent Amount in the relevant U.K. Swing Line Currency (or such lesser amount as may be agreed to by the Global Swing Line Lender) in excess thereof or the full amount of such U.K. Swing Line Loan. Within Any prepayment or repayment of a U.K. Swing Line Loan other than at the foregoing limits end of the applicable Interest Period shall be for the full amount thereof and subject shall be accompanied by all amounts payable pursuant to Section 3.4. If any Global Borrower at any time fails to repay a U.K. Swing Line Loan on the applicable date when due, such Borrower shall be deemed to have elected to borrow a Syndicated Global Advance which shall be a Eurocurrency Rate Advance in the applicable Agreed Currency under Section 2.1 as of such date equal in amount to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow unpaid amount of such U.K. Swing Line LoansLoan (notwithstanding the minimum amount of Eurocurrency Rate Advances). To The proceeds of any such Advance shall be used to repay such U.K. Swing Line Loan. Unless the Global Administrative Agent upon the request a of or with the consent of the Required Lenders shall have notified the Global Swing Line Lender prior to such Global Swing Line Lender making any U.K. Swing Line Loan, that the Borrower shall notify the Administrative Agent of applicable conditions precedent set forth in Article IV have not then been satisfied, each Syndicated Global Lender’s obligation to make Syndicated Global Loans pursuant to Section 2.1 and this Section 2.9.3(d) to repay such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each U.K. Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (orshall be unconditional, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)continuing, by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely irrevocable and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including the inability of any Borrower to satisfy the conditions precedent set forth in Article IV or the occurrence and or continuance of a Default or reduction or termination Default. In the event that any Syndicated Global Lender fails to make payment to the Global Administrative Agent 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 amount due under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders2.9.3(d), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 amounts received by the Global Administrative Agent shall be promptly remitted by entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Syndicated Global Lender hereunder until the Global Administrative Agent receives such payment from such Syndicated Global Lender or such obligation is otherwise fully satisfied. In addition to the Revolving Lenders that shall have made their payments pursuant foregoing, if for any reason any Syndicated Global Lender fails to this paragraph and make payment to the Global Administrative Agent of any amount due under this Section 2.9.3(d), such Syndicated Global Lender shall be deemed, at the option of the Global Administrative Agent, to have unconditionally and irrevocably purchased from the Global Swing Line Lender, as their interests may appear. The purchase of participations without recourse or warranty, an undivided interest in a and participation in the applicable U.K. Swing Line Loan in the amount of the Syndicated Global Loan such Syndicated Global Lender was required to make pursuant to this paragraph shall not relieve Section 2.9.3(d), and such interest and participation may be recovered from such Syndicated Global Lender together with interest thereon at (1) the Borrower of any default Federal Funds Effective Rate in the payment thereofcase of Loans denominated in Dollars and (2) the Overnight Foreign Currency Rate in the case of Loans denominated in any other U.K. Swing Line Currency, in each case for each day during the period commencing on the date of demand by the Global Administrative Agent and ending on the date such obligation is fully satisfied.

Swing Line Loans. Subject (i) As it is understood that the purpose for the Swing Line Loan is to the terms and conditions set forth hereinfund AGCO’s operating account, the Swing Line Lender agrees Loans and repayments to make the Swing Line Bank may be made on a sweep basis, requiring no formal notification from AGCO. The Swing Line Bank may at its discretion, upon three (3) business days’ written notice to AGCO, choose to require written notification of Swing Line Loans from AGCO, but is not required to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at do so. At any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request Bank makes a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone each Lender (confirmed by telecopy), not later other than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of Bank) shall be deemed, without further action by any Person, to have purchased from the Swing Line Bank an unfunded participation in any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available in an amount equal to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loansand shall be obligated to fund such participation as a Revolving Loan at such time and in the manner provided below. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute participate in, purchase and fund such participating interests shall be absolute, irrevocable and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Bank or any other Person for any reason whatsoever, including ; (2) the occurrence and or continuance of a Default or reduction an Event of Default or the termination of the Commitments; (3) any adverse change in the condition (financial or otherwise) of AGCO or any other Person; (4) any breach of this Agreement by any Borrower or any other Lender; or (5) any other circumstance, and that happening or event whatsoever, whether or not similar to any of the foregoing. Each Borrower hereby consents to each such payment shall be made without any offset, abatement, withholding or reduction whatsoeversale and assignment. Each Revolving Lender shall comply with agrees to fund its obligation under this paragraph Pro Rata Share of an outstanding Swing Line Loan on (x) the Business Day on which demand therefor is made by wire transfer the Swing Line Bank, provided that such demand is made not later than 11:00 A.M. (New York City time) on such Business Day, or (y) the first Business Day next succeeding such demand if such demand is made after such time. Upon any such assignment by the Swing Line Bank to any other Lender of immediately available fundsa participation in a Swing Line Loan, in the same manner as provided in Section 2.05 Swing Line Bank represents and warrants to such other Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Loan, the Loan Documents or the Borrowers. If and to the extent that any Lender shall not have so made the amount of such participation in such Swing Line Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of request by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a U.S. Dollar Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations on such Business Day for purposes of the Revolving Lenders)this Agreement, and the Administrative Agent shall promptly pay to outstanding principal amount of the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 Bank shall be promptly remitted to the Administrative Agent; any reduced by 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofamount on such Business Day.

Swing Line Loans. Subject (i) As it is understood that the purpose for the Swing Line Loan is to the terms and conditions set forth hereinfund AGCO’s operating account, the Swing Line Lender agrees Loans and repayments to make the Swing Line Bank may be made on a sweep basis, requiring no formal notification from AGCO. The Swing Line Bank may at its discretion, upon three (3) Business Days’ written notice to AGCO, choose to require written notification of Swing Line Loans from AGCO, but is not required to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at do so. At any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request Bank makes a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone each Lender (confirmed by telecopy), not later other than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of Bank) shall be deemed, without further action by any Person, to have purchased from the Swing Line Bank an unfunded participation in any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available in an amount equal to the Borrower by means of such Lender’s Pro Rata Share (calculated in accordance with Section 2.11(e)(iv) if any Lender is a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Defaulting Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loansand shall be obligated to fund such participation as a Revolving Loan at such time and in the manner provided below. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute participate in, purchase and fund such participating interests shall be absolute, irrevocable and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Bank or any other Person for any reason whatsoever, including ; (2) the occurrence and or continuance of a Default or reduction an Event of Default or the termination of the Revolving Loan Commitments; (3) any adverse change in the condition (financial or otherwise) of AGCO or any other Person; (4) any breach of this Agreement by any Borrower or any other Lender; or (5) any other circumstance, and that happening or event whatsoever, whether or not similar to any of the foregoing. Each Borrower hereby consents to each such payment shall be made without any offset, abatement, withholding or reduction whatsoeversale and assignment. Each Revolving Lender shall comply agrees to fund its Pro Rata Share (calculated in accordance with its obligation under this paragraph Section 2.11(e)(iv) if any Lender is a Defaulting Lender) of an outstanding Swing Line Loan on (x) the Business Day on which demand therefor is made by wire transfer the Swing Line Bank, provided that such demand is made not later than 11:00 a.m. (New York City time) on such Business Day, or (y) the first Business Day next succeeding such demand if such demand is made after such time. Upon any such assignment by the Swing Line Bank to any other Lender of immediately available fundsa participation in a Swing Line Loan, in the same manner as provided in Section 2.05 Swing Line Bank represents and warrants to such other Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to Loans made by such Revolving Lender (Swing Line Loan, the Loan Documents or the Borrowers. If and Section 2.07 shall apply, mutatis mutandis, to the payment obligations extent that any Lender shall not have so made the amount of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations such participation in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent and not to forthwith on demand such amount together with interest thereon, for each day from the Swing Line Lender. Any amounts received date of request by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate. If such Lender from shall pay to the Borrower (or other party on behalf Administrative Agent such amount for the account of the Borrower) Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a U.S. Dollar Revolving Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Loan after receipt made by the Swing Line Lender of the proceeds of a sale of participations therein Bank shall be promptly remitted to the Administrative Agent; any reduced by 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofamount on such Business Day.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)20, by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 29 with respect to Loans made by such Revolving Lender (and Section 2.07 43 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Agent shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (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), a duly completed and executed Notice of such request by telephone (confirmed by telecopy)Borrowing to the Administrative Agent and the Swing Line Lender, not later than 12:00 noon, New York City timeCincinnati, Ohio time (or such later time as the Administrative Agent may agree in its sole discretion), on the day Business 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 the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan 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 means of a credit to the general deposit account of the relevant Borrower with the Swing Line Lender 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 provided in Section 2.04(f)expressly permitted herein, by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line LoanBank). The Swing Line Lender may shall endeavor to fund each Swing Line Loan by written notice given 3:00 p.m., Cincinnati, Ohio time and shall in 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 or immediately after giving effect to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on Borrowing contemplated by such Business Day in all request a Default or a portion Event of the Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Loans outstandingshall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount. Such Without in any way limiting the obligation of the Borrower Agent to confirm in writing any telephonic 45 notice to the Administrative Agent shall specify the aggregate amount of any Borrowing or prepayment of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such noticeLoans, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests the case may appear. The purchase be, may act without liability upon the basis of participations in a telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swing Line Loan pursuant Lender, as the case may be, in good faith to this paragraph shall not relieve be from a Responsible Officer of the Borrower Agent, prior to receipt of any default in written confirmation. In each such case, the payment thereofBorrowers hereby waive the right to dispute the Administrative Agent’s or the Swing Line Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Swing Line Loans, as the case may be, absent manifest error.

Swing Line Loans. Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period, each Swing Line Lender severally agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 made by such Swing Line Lender exceeding $10,000,000 its Swing Line Commitment, (ii) such Swing Line Lender’s Revolving Exposure exceeding its Revolving Commitment or (iiiii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the a Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the each Swing Line Lender of any such notice received from the Borrower. The Each Swing Line Lender shall make each its ratable portion of the requested Swing Line Loan (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available to the Borrower by means of a credit to the general deposit an account of the Borrower with the Swing Line Lender Administrative Agent designated for such purpose (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject In addition to the other options available to Borrower hereunder, up to $15,000,000 of the Swing Line Lender's Commitment, shall be available for Swing Line Loans subject to the following terms and conditions set forth herein, conditions. Swing Line Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.11 hereof. All Swing Line Loans shall bear interest at the ABR Rate. In no event shall the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving 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 exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make fund a Swing Line Loan to refinance an if it would increase the total aggregate outstanding Loans by Swing Line LoanLender hereunder to an amount in excess of its Commitment. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, paid in full by the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, on or before the Borrower shall notify fifth (5th) day after the Administrative Agent of Borrowing Date for such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with In addition, the Swing Line Lender (or, i) may at any time in the case of a Swing Line Loan made its sole discretion with respect to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such any outstanding Swing Line Loan. The , or (ii) shall on the fifth (5th) day after the Borrowing Date of any Swing Line Loan, require each Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 (including the Swing Line Loans outstanding. Such notice Lender) to make a Loan in the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable 's Percentage of such Swing Line Loan or Loans(including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Each Revolving Not later than noon (Chicago time) on the date of any notice received pursuant to this Section 2.15, each Lender hereby absolutely and unconditionally agreesshall make available its required Loan, upon receipt of notice as provided above in this paragraph, to pay funds immediately available in Chicago to the Administrative Agent, for account of Agent at its address specified pursuant to Article XV. Revolving Loans made pursuant to this Section 2.15 shall initially be ABR Loans and thereafter may be continued as ABR Loans or converted into LIBOR Loans in the manner provided in Section 2.12 and subject to the other conditions and limitations set forth in this Article II. Unless the Swing Line Lender, such Revolving Lender’s Applicable Percentage Lender had knowledge of such a Default prior to its making any Swing Line Loan or Loans. Each Revolving (in which event Swing Line Lender acknowledges and agrees that its not to make a Swing Line Loan), a Lender's obligation to acquire participations in Swing Line make Loans pursuant to this paragraph is Section 2.15 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (a) any set-off, counterclaim recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence and or continuance of a Default or reduction Unmatured Default, (c) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower, and that each such payment shall be made without or (d) any offsetother circumstances, abatement, withholding happening or reduction event whatsoever. Each Revolving In the event that any Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect fails to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the make payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other 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 amounts received by amount due under this Section 2.15, the Administrative Agent shall be promptly remitted by 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 such obligation is otherwise fully satisfied. In addition to the Revolving Lenders that 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 Administrative Agent, to have made their payments pursuant to this paragraph unconditionally and to irrevocably purchased from the Swing Line Lender, as their interests may appear. The purchase of participations without recourse or warranty, an undivided interest and participation in a the applicable Swing Line Loan pursuant to this paragraph shall in the amount of such payment not relieve 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 any default in the payment thereofSwing Line Loans.

Swing Line Loans. Subject to the terms and conditions set forth herein, the (a) The Swing Line Lender agrees shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period Day Runner 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 $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; such amounts as Day Runner may request, provided that the Swing Line Lender shall not be required (a) after giving effect to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a such Swing Line Loan, the Borrower shall notify Swing Line Outstandings do not exceed $10,000,000, (b) without the Administrative Agent consent of such request by telephone (confirmed by telecopy)all of the Lenders, not later than 12:00 noon, New York City time, on no Swing Line Loan may be made during the day continuation of a proposed Swing Line LoanDefault or an Event of Default. Each such notice shall be irrevocable Day Runner may borrow, repay and shall specify reborrow under this Section. Unless notified to the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise contrary by the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with Lender, borrowings under the Swing Line Lender (or, may be made in the case amounts which are integral multiples of $100,000 upon telephonic request by a Swing Line Loan Responsible Official of Day Runner made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.1:00 P.M., New York City California time, on any Business the Banking Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstandingrequested 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). Such notice to Promptly after receipt of such a request for borrowing, the Administrative Agent shall specify provide telephonic verification to the aggregate amount of Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in which Revolving Lenders will participatewriting by telecopier). Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay Unless notified to the Administrative Agent, for account of contrary by the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance each repayment 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 Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lenderin an amount which is an integral multiple of $100,000. Any amounts received by If Day Runner instructs the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by 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 proceeds of Swing Line Lender otherwise receives repayment, after 3:00 P.M., California time, on a sale of participations therein Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly remitted to the Administrative Agent; any such amounts received by notify 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 of the Swing Line Lender, as their interests may appear. The purchase of participations in Loan Outstandings each time there is a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofchange therein.

Swing Line Loans. Subject (i) As it is understood that the purpose for the Swing Line Loan is to the terms and conditions set forth hereinfund AGCO’s operating account, the Swing Line Lender agrees Loans and repayments to make the Swing Line Bank may be made on a sweep basis, requiring no formal notification from AGCO. The Swing Line Bank may at its discretion, upon three (3) Business Days’ written notice to AGCO, choose to require written notification of Swing Line Loans from AGCO, but is not required to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at do so. At ATL 19984825v10 any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request Bank makes a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone each Lender (confirmed by telecopy), not later other than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of Bank) shall be deemed, without further action by any Person, to have purchased from the Swing Line Bank an unfunded participation in any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available in an amount equal to the Borrower by means of such Lender’s Pro Rata Share (calculated in accordance with Section 2.11(e)(iv) if any Lender is a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Defaulting Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loansand shall be obligated to fund such participation as a Revolving Loan at such time and in the manner provided below. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute participate in, purchase and fund such participating interests shall be absolute, irrevocable and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Bank or any other Person for any reason whatsoever, including ; (2) the occurrence and or continuance of a Default or reduction an Event of Default or the termination of the Revolving Loan Commitments; (3) any adverse change in the condition (financial or otherwise) of AGCO or any other Person; (4) any breach of this Agreement by any Borrower or any other Lender; or (5) any other circumstance, and that happening or event whatsoever, whether or not similar to any of the foregoing. Each Borrower hereby consents to each such payment shall be made without any offset, abatement, withholding or reduction whatsoeversale and assignment. Each Revolving Lender shall comply agrees to fund its Pro Rata Share (calculated in accordance with its obligation under this paragraph Section 2.11(e)(iv) if any Lender is a Defaulting Lender) of an outstanding Swing Line Loan on (x) the Business Day on which demand therefor is made by wire transfer the Swing Line Bank, provided that such demand is made not later than 11:00 a.m. (New York City time) on such Business Day, or (x) the first Business Day next succeeding such demand if such demand is made after such time. Upon any such assignment by the Swing Line Bank to any other Lender of immediately available fundsa participation in a Swing Line Loan, in the same manner as provided in Section 2.05 Swing Line Bank represents and warrants to such other Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to Loans made by such Revolving Lender (Swing Line Loan, the Loan Documents or the Borrowers. If and Section 2.07 shall apply, mutatis mutandis, to the payment obligations extent that any Lender shall not have so made the amount of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations such participation in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent and not to forthwith on demand such amount together with interest thereon, for each day from the Swing Line Lender. Any amounts received date of request by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate. If such Lender from shall pay to the Borrower (or other party on behalf Administrative Agent such amount for the account of the Borrower) Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a U.S. Dollar Revolving Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Loan after receipt made by the Swing Line Lender of the proceeds of a sale of participations therein Bank shall be promptly remitted to the Administrative Agent; any reduced by 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 Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofamount on such Business Day.

Swing Line Loans. Subject to the terms and conditions set forth hereinIn lieu of making Revolving Credit Loans, the Swing Line Lender agrees to make Swing Line Loans may, in its sole discretion, on the terms and subject to the Borrower conditions of this Agreement, make available to the Borrowers, from time to time during until the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in Final Maturity Date, a short-term revolving loan (i) the aggregate principal amount of outstanding a “Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Loan”). The Swing Line Lender shall will not be required to make a Swing Line Loan to refinance an outstanding the extent that the amount of such requested Swing Line LoanLoan exceeds the Swing Line Available Credit. Until the Final Maturity Date, the Borrowers may from time to time borrow, repay and reborrow under this Section 2.2.1. Each Swing Line Loan shall will be an ABR Loan. Within made, at the foregoing limits and subject Swing Line Lender’s discretion, upon written or telephonic notice from the Parent to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent Lending Officer of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 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 requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.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 Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line 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 if such day is a Banking Day and if such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance 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 Section 2.05 with respect to Loans made by such Revolving Lender received before 2:00 p.m. (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving LendersDenver time), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so or if received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraphafter 2:00 p.m. (Denver time), and thereafter payments in respect of such Swing Line Loan shall be made to on the Administrative Agent and not to next Banking Day. Notwithstanding any other provision of this Agreement or the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Credit Documents, each Swing Line Loan after receipt by will constitute a Base Rate Loan denominated in United States Dollars. The Borrowers shall repay the aggregate outstanding principal amount of each outstanding Swing Line Lender Loan on the earlier of the Final Maturity Date and the tenth Banking Day after such Swing Line Loan is made; provided that on each date that a Revolving Credit Loan is made, the Borrowers shall repay all Swing Line Loans then outstanding (which repayment may be made with proceeds of such Revolving Credit Loan as provided in Section 2.2.3); provided further that the Borrowers may not use the proceeds of a sale of participations therein shall be promptly remitted 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 Swing Line Lender, as their interests may appear. The purchase of participations in a new Swing Line Loan pursuant to this paragraph shall not relieve repay any Swing Line Loan then outstanding. Each Swing Line Loan will be made at the Borrower Denver Office by depositing the amount thereof in United States Dollars to the general account of any default the Parent with the Agent. In connection with each Swing Line Loan, before the Closing Date of such Swing Line Loan, the Parent will furnish to the Agent a certificate in substantially the payment thereofform of Exhibit 8.2.1.