Common use of Swingline Commitment Clause in Contracts

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) to the Revolving Borrowers; provided that (i) the aggregate Outstanding Amount of Swingline Loans at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Each Swingline Loan shall, at the election of the Borrower, accrue interest at either (x) the LIBOR Market Index Rate plus the Applicable Margin for Eurodollar Loans shall be or (y) the ABR Loans onlyplus the Applicable Margin for ABR Loans, in each case as such rate is in effect from time to time while such Swingline Loan is outstanding. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage times the amount of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and hereof, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.5, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swingline loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving LoansLoans hereunder, may exceed the Swingline Commitment then in effect) and the aggregate amount of Swingline Loans made by Bank of America, N.A. shall not exceed the Revolving Commitment of Bank of America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iiic) the Swingline Lender shall be under no Revolving Borrower shall use the proceeds of obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to refinance any outstanding the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan (whether borrowed by to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it or another Revolving Borrower)may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, (i) the Swingline Lender (acting through any of its branches or affiliates) agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) in Dollars to the Revolving Borrowers; provided that (i) any Swingline Loan shall be made in the sole discretion of the Swingline Lender, (ii) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and, (iii) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (iiy) the aggregate principal amount of outstanding Revolving Borrowers Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect and (iv) no Borrower shall request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon hereof, from time to time during the agreements of the other Lenders set forth in this Section 2.6Revolving Credit Commitment Period, the Swingline Lender agrees to may at its sole discretion make a portion of the credit otherwise available to the Revolving Borrowers Parent Borrower under the USD Revolving Credit Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersParent Borrower; provided that (i) the sum of (x) the Swingline Exposure of the Swingline Lender (in its capacity as the Swingline Lender and a USD Revolving Credit Lender), (y) the aggregate Outstanding Amount principal amount of outstanding USD Revolving Credit Loans made by the Swingline Lender (in its capacity as a USD Revolving Credit Lender) and (z) the L/C Exposure of the Swingline Lender (in its capacity as a USD Revolving Credit Lender) shall not exceed the USD Revolving Credit Commitment of the Swingline Lender (in its capacity as a USD Revolving Credit Lender) then in effect, (ii) the sum of the outstanding Swingline Loans at any time shall not exceed the Swingline Commitment then in effect and (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (iiiii) the Revolving Borrowers Parent Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Credit Commitments in respect of the Lenders USD Revolving Credit Facility would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Credit Commitment Period, the Revolving Borrowers Parent Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline LoanLoans.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders Commitment would be less than zero zero, and (iiic) no Revolving the Borrower shall not use the proceeds of any Swingline Loan to refinance any then outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender The Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from repay to the Swingline Lender a risk participation in such the then unpaid principal amount of each Swingline Loan on the Revolving Termination Date. The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (each by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and has had a “Swingline Participation”) in an amount equal reasonable opportunity to the product of react to such Revolving Lender’s Revolving Percentage of notice and ending when such Swingline Loanconditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6herein, the Swingline Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Revolving Borrowers under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swingline loans Availability Period, in Dollars (“Swingline Loans”) an aggregate principal amount outstanding at any time not to exceed the Revolving Borrowers; provided that lesser of (i) the aggregate Outstanding Amount of Swingline Loans at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), and (ii) the difference between the Aggregate Revolving Borrowers shall not requestCommitment Amount and the aggregate Revolving Credit Exposures of all Lenders; provided, and that the Swingline Lender shall not make, any Swingline Loan if, after giving effect be permitted to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any make a Swingline Loan to refinance any an outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment PeriodThe Borrower shall be entitled to borrow, the Revolving Borrowers may use the repay and reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereofof this Agreement. The Swingline Loans Lender shall not be ABR Loans only. Immediately upon required to make any Swingline Loan if there is any Defaulting Lender at the time of any request for such Swingline Loan or the making of a Swingline LoanLoan unless to the extent not otherwise reallocated among all other Lenders that are Non-Defaulting Lenders in accordance with Section 3.2(f), each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Borrower has cash collateralized (in accordance with Section 2.23(g)) a portion of the obligations of the Borrower owed to the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Defaulting Lender’s Revolving Percentage of such Swingline LoanExposure.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans from a Swingline Lender outstanding at any time shall not exceed the Swingline Commitment of such Swingline Lender then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s outstanding Loans (other Revolving than Swingline Loans), may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the no Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, (x) such Swingline Lender’s Exposure would exceed its Commitment or (y) the aggregate amount of Total Exposures would exceed the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Total Commitments. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a or Alternate Rate Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline LoanLoans.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, (i) the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) in Dollars to the Revolving Borrowers; provided that (i) any Swingline Loan shall be made in the sole discretion of the Swingline Lender, (ii) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and, (iii) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (iiy) the aggregate principal amount of outstanding Revolving Borrowers Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect and (iv) no Borrower shall request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero zero, and (iiic) no Revolving the Borrower shall not use the proceeds of any Swingline Loan to refinance any then outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender The Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from repay to the Swingline Lender a risk participation in such the then unpaid principal amount of each Swingline Loan on the Revolving Termination Date. The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (each by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and has had a “Swingline Participation”) in an amount equal reasonable opportunity to the product of react to such Revolving Lender’s Revolving Percentage of notice and ending when such Swingline Loanconditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower and/or the Co-Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower and/or the Co-Borrower, as the case may be; provided that (i) any Swingline Loan shall be made in the sole and absolute discretion of the Swingline Lender, (ii) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (iiiii) the Revolving Borrowers Borrower and the Co-Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iiiiv) no the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Borrower shall use Lender), (y) the proceeds aggregate principal amount of outstanding Revolving Loans (including the Dollar Equivalent of any Foreign Currency Loans) made by such Swingline Loan to refinance any Lender (in its capacity as a Revolving Lender) and (z) such Lender’s Revolving Percentage of the L/C Obligations then outstanding Swingline Loan (whether borrowed by it or another in its capacity as a Revolving Borrower)Lender) shall not exceed its Revolving Commitment then in effect. During the Revolving Commitment Period, the Revolving Borrowers Borrower and the Co-Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to On the terms and subject to conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time on or after the Effective Date during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment or the Swingline Lender’s Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlybear interest only at the LIBOR Market Index Rate plus the Applicable Margin. Immediately upon the making of a Swingline Loan, each Revolving Lender The Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from repay to the Swingline Lender a risk participation in such the then unpaid principal amount of each Swingline Loan (each a “Swingline Participation”) in an amount equal on or prior to the product date that is the earlier of such (i) the 15th and last day of each month and (ii) the Termination Date; provided that on each date on which a Revolving Lender’s Revolving Percentage of such Loan is borrowed, the Borrower shall repay all Swingline LoanLoans then outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof and set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this section and in Section 2.62.7, the shall make loans (each such loan, a “Swingline Lender agrees to make a portion of the credit otherwise available Loan”) to the Revolving Borrowers under the Revolving Commitments Borrower in Dollars from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Committed Amount, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Commitment Period by making swingline loans in Dollars (“Percentage of the Outstanding Amount of Revolving Loans and LOC Obligations of the Lender acting as Swingline Loans”) Lender, may exceed the amount of such Lender’s Revolving Committed Amount; provided, however, that after giving effect to the Revolving Borrowers; provided that any Swingline Loan, (i) the total Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (ii) the aggregate Outstanding Amount of Swingline the Revolving Loans at of any time shall not exceed the Swingline Lender, plus such Lender’s Revolving Commitment then in effect (notwithstanding that the aggregate Outstanding Amount Percentage of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline all LOC Obligations, plus such Lender’s other Revolving Loans, may exceed Commitment Percentage of the Outstanding Amount of all Swingline Commitment then in effect), (ii) the Revolving Borrowers Loans shall not requestexceed such Lender’s Revolving Commitment, and provided, further, that the Swingline Lender Borrower shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During Within the Revolving Commitment Periodforegoing limits, and subject to the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the other terms and conditions hereof. Swingline Loans shall be ABR Loans only, the Borrower may borrow under this Section 2.1(b), prepay under Section 3.4, and reborrow under this Section 2.1(b). Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Commitment Percentage times the amount of such Swingline Loan. The Borrower must repay each Swingline Loan in full no later than thirty (30) days after such loan is made, which repayment may be made with a borrowing of Revolving Loans to the extent the conditions set forth in Section 5.2 have been satisfied. Swingline Loans hereunder may consist of Base Rate Loans or Daily LIBOR Swingline Loans (or a combination thereof), as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero zero, and (iiic) no Revolving the Borrower shall not use the proceeds of any Swingline Loan to refinance any then outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender The Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from repay to the Swingline Lender a risk participation in such the then unpaid principal amount of each Swingline Loan on the Revolving Termination Date. The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (each by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and has had a “Swingline Participation”) in an amount equal reasonable opportunity to the product of react to such Revolving Lender’s Revolving Percentage of notice and ending when such Swingline Loanconditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6-------------------- hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“"Swingline Loans”") to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of -------- Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s 's other outstanding Revolving LoansLoans hereunder, may exceed the Swingline Commitment then in effect), (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) at no Revolving Borrower shall use time may the proceeds sum of any Swingline Loan to refinance any the then outstanding Swingline Loan Loans, Revolving Loans and L/C Obligations exceed the lesser of (whether borrowed by it or another a) the Total Revolving Borrower)Commitments and (b) the Borrowing Base then in effect. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon hereof, from time to time during the agreements of the other Lenders set forth in this Section 2.6Revolving Commitment Period, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the sum of (w) the Swingline Exposure of the Swingline Lender (in its capacity as the Swingline Lender and a Revolving Lender), (x) the aggregate Outstanding Amount principal amount of outstanding Revolving Loans made by the Swingline Lender (in its capacity as a Revolving Lender), (y) the L/C Exposure of the Swingline Lender (in its capacity as a Revolving Lender) and (z) the Protective Advance Exposure of the Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Commitment then in effect, (ii) the sum of the outstanding Swingline Loans at any time shall not exceed the Swingline Commitment then in effect and (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (iiiii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Total Revolving Extensions of Credit would exceed the lesser of (x) the Total Commitments and (y) the Borrowing Limit, subject to the authority of the Available Revolving Commitments Administrative Agent, in its sole discretion, to make Protective Advances pursuant to the terms of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Section 2.3. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, (i) the Swingline Lender (acting through any of its branches or affiliates) agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) in Dollars to the Revolving Borrowers; provided that (i) any Swingline Loan shall be made in the sole discretion of the Swingline Lender, (ii) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) (iii) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (iiy) the aggregate principal amount of outstanding Revolving Borrowers Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect and (iv) no Borrower shall request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and hereof, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.5, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swingline loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s 's other outstanding Revolving LoansLoans hereunder, may exceed the Swingline Commitment then in effect), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iiic) the Swingline Lender shall be under no Revolving Borrower shall use the proceeds of obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to refinance any outstanding the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender's actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan (whether borrowed by to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it or another Revolving Borrower)may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon On the making of Amendment No. 2 Effective Date, each Original Swingline Loan shall continue to be outstanding under this Agreement as a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6herein, from time to time until the Swingline Termination Date, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers make, under the Revolving Commitments from time to time during Five Year Facility, a revolving loan or revolving loans (each a "SWINGLINE LOAN" and, collectively, the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”"SWINGLINE LOANS") to the Revolving Borrowers; provided that Borrower, which Swingline Loans (i) shall be denominated in Dollars, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate Outstanding Amount of Swingline Loans principal amount at any time shall not exceed outstanding, when combined with the Swingline Commitment then in effect (notwithstanding that sum of the aggregate Outstanding Amount principal amount of Swingline outstanding Revolving Credit Loans made under the Five Year Facility PLUS the aggregate principal amount of Competitive Bid Loans made thereunder at any time, when aggregated with the Outstanding Amount Five Year Facility Commitment LESS the sum of the Swingline Lender’s other Revolving Loansall outstanding L/C Obligations, may (iv) shall not exceed in aggregate principal amount at any time outstanding the Swingline Commitment then and (v) shall bear interest at a rate mutually agreeable to the Swingline Lender and the Borrower. Notwithstanding anything to the contrary contained in effectthis Section 2.6(a), (iix) the Revolving Borrowers shall not request, and the Swingline Lender shall not make, be obligated to make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of at a Swingline Loan, each Revolving time when a Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Default exists unless the Swingline Lender a has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Commitment Percentage of the outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (each a “Swingline Participation”A) in an amount equal to of rescission of all such notices from the product party or parties originally delivering such notice or (B) of the waiver of such Revolving Lender’s Revolving Percentage Default or Event of such Swingline LoanDefault by the Required Lenders.

Swingline Commitment. (a) Subject to the terms and conditions hereof and hereof, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.5, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swingline loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving LoansLoans hereunder, may exceed the Swingline Commitment then in effect), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iiic) the Swingline Lender shall be under no Revolving Borrower shall use the proceeds of obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to refinance any outstanding the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan (whether borrowed by to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it or another Revolving Borrower)may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and set forth herein, the Swingline Bank, in reliance upon the agreements of the other Lenders Banks set forth in this section and in Section 2.62.7, the shall make loans (each such loan, a “Swingline Lender agrees to make a portion of the credit otherwise available Loan”) to the Revolving Borrowers under the Revolving Commitments in Dollars from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Committed Amount, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Commitment Period by making swingline loans in Dollars (“Percentage of the Outstanding Amount of Revolving Loans and LOC Obligations of the Bank acting as Swingline Loans”) Bank, may exceed the amount of such Bank’s Revolving Committed Amount; provided, however, that after giving effect to the Revolving Borrowers; provided that any Swingline Loan, (i) the total Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (ii) the aggregate Outstanding Amount of Swingline the Revolving Loans at of any time shall not exceed the Swingline Bank, plus such Bank’s Revolving Commitment then in effect (notwithstanding that the aggregate Outstanding Amount Percentage of Swingline Loans at any time, when aggregated with the Outstanding Amount of all LOC Obligations, plus such Bank’s Revolving Commitment Percentage of the Outstanding Amount of all Swingline LenderLoans shall not exceed such Bank’s other Revolving LoansCommitment, may exceed and provided, further, that the Swingline Commitment then in effect), (ii) the Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During Within the Revolving Commitment Periodforegoing limits, and subject to the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the other terms and conditions hereof. Swingline Loans shall be ABR Loans only, the Borrowers may borrow under this Section 2.1(b), prepay under Section 3.4, and reborrow under this Section 2.1(b). Immediately upon the making of a Swingline Loan, each Revolving Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender Bank a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving LenderBank’s Revolving Commitment Percentage times the amount of such Swingline Loan. The Borrowers must repay each Swingline Loan in full no later than thirty (30) days after such loan is made. Swingline Loans hereunder may consist of Base Rate Loans or Fed Funds Swingline Loans (or a combination thereof), as the Borrower Representative may request, and may be repaid and reborrowed in accordance with the provisions hereof.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the each Swingline Lender agrees to make a portion of the credit Domestic Facility otherwise available to the Revolving Borrowers Company and any Domestic Subsidiary Borrower under the Revolving Domestic Commitments from time to time during the Revolving applicable Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) in Dollars to the Revolving BorrowersCompany and any Domestic Subsidiary Borrower; provided provided, that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed the Swingline Commitment of such Swingline Lender then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the any Swingline Lender’s 's other Revolving outstanding Domestic Loans, may exceed the such Lender's Swingline Commitment then in effect), (iib) the Revolving Borrowers Company or the relevant Subsidiary Borrower shall not request, and the Swingline Lender shall not make, request any Swingline Loan if, after giving effect to the making of such Swingline LoanLoan and the use of proceeds thereof, the aggregate amount of the Total Available Revolving Domestic Commitments of the Lenders would be less than zero and (c) after giving effect to such borrowing and the use of proceeds thereof, (i) prior to the Collateral Release Date, the Dollar Equivalent of the Outstanding Amount of Covered Debt shall not exceed the Borrowing Base at such time, (ii) the Total Extensions of Credit shall not exceed the Total Commitments then in effect, (iii) no Revolving Borrower the Total Consolidated GMF Exposure shall use not exceed $4 billion and (iv) the proceeds Outstanding Amount of any all Swingline Loan to refinance any outstanding Loans shall not exceed the Swingline Loan (whether borrowed by it or another Revolving Borrower)Sublimit. During the Revolving Commitment PeriodPeriod for the applicable Domestic Lenders for the Domestic Facility, the Revolving Borrowers Company and any Domestic Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero zero, and (iiic) no Revolving the Borrower shall not use the proceeds of any Swingline Loan to refinance any then outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender The Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from repay to the Swingline Lender a risk participation in such the then unpaid principal amount of each Swingline Loan on the Revolving Termination Date. The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (each by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and has had a “Swingline Participation”) in an amount equal reasonable opportunity to the product of react to such Revolving Lender’s Revolving Percentage of notice and ending when such Swingline Loanconditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof and set forth herein, the Swingline Lender shall, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.3, make certain revolving credit loans requested by the Borrower in Dollars to the Borrower (each a “Swingline Loan” and, collectively, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) from time to time from the Revolving BorrowersClosing Date until the Termination Date for the purposes hereinafter set forth; provided that provided, however, (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00) (the “Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effectCommitted Amount”), and (ii) the sum of the aggregate principal amount of outstanding Revolving Borrowers Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not requestexceed the Revolving Committed Amount. Swingline Loans hereunder shall be made as Base Rate Loans or Quoted Rate Swingline Loans as the Borrower may request in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding the foregoing, (i) the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof; and (ii) the Swingline Lender shall not make, be under any obligation to issue a Swingline Loan ifif any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.19(a)(iv)) with respect to the making of such Swingline Loan, Defaulting Lender arising from either the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan then proposed to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying be made and reborrowing, all in accordance with the terms and conditions hereof. other Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from as to which the Swingline Lender a risk participation has actual or potential Fronting Exposure, as it may elect in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loanits sole discretion.

Swingline Commitment. (a) Subject to the terms and conditions hereof and hereof, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.5, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swingline loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s 's other outstanding Revolving LoansLoans hereunder, may exceed the Swingline Commitment then in effect), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iiic) the Swingline Lender shall be under no Revolving Borrower shall use the proceeds of obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to refinance any outstanding the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender's actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan (whether borrowed by to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it or another Revolving Borrower)may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during until the Revolving Commitment Period Termination Date by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that no Swingline Lender shall be obligated to fund any Swingline Loan which would result in (i) the aggregate Outstanding Amount principal amount of outstanding Swingline Loans at any time shall not exceed the made by such Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Lender exceeding its Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect)Commitment, (ii) the Revolving Borrowers shall not request(A) sum of (1) such Swingline Lender’s Pro Rata Share of outstanding L/C Obligations plus (2) such Swingline Lender’s Pro Rata Share of outstanding Advances (without regard to Swingline Loans) plus (3)(x) such Swingline Lender’s Pro Rata Share of outstanding Swingline Loans made by any Swingline Lender other than it and (y) outstanding Swingline Loans made by such Swingline Lender less (B) outstanding Swingline Loans, and if any, being repaid with the proceeds of a Borrowing exceeding its Credit Exposure, or (iii) the sum of the Advances exceeding the Total Committed Amount; provided, further that no Swingline Lender shall not make, any Swingline Loan if, after giving effect be obligated to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of fund any Swingline Loan to refinance any an outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During Prior to the Revolving Commitment PeriodTermination Date, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying (in whole or part) and reborrowing, all in accordance with the terms and conditions hereof. The Borrower may prepay Swingline Loans shall be ABR Loans only. Immediately at any time upon notice to the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an by 12:00 Noon on the day of the proposed prepayment stating the proposed date and aggregate principal amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loanbe prepaid.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2015-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to the Swingline Lender on the Closing Date. Such Series 2015-1 Class A-1 Swingline Note shall be dated the Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2015-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2015-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2015-1 Class A-1 Swingline Loans”) to the Revolving Borrowers under the Revolving Commitments Master Issuer from time to time during the Revolving Commitment Period by making swingline loans in Dollars period commencing on the Closing Date and ending on the date that is two (“Swingline Loans”2) Business Days prior to the Revolving BorrowersCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2015-1 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2015-1 Class A-1 Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2015-1 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2015-1 Supplement, the outstanding principal amount evidenced by the Series 2015-1 Class A-1 Swingline Note may be increased by borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance relying upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.6forth, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Revolving Borrowers under the Revolving Commitments Borrower at any time and from time to time during after the Revolving Commitment Period by making swingline loans Closing Date and until the earlier of the Maturity Date and the termination of the Commitments, in Dollars (“Swingline Loans”) to the Revolving Borrowers; provided an aggregate principal amount at any time outstanding that will not result in (i) the aggregate Outstanding Amount principal amount of all Swingline Loans at any time shall not exceed the Swingline Commitment then exceeding $10,000,000 in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), or (ii) the aggregate Revolving Borrowers Credit Exposure, after giving effect to any Swingline Loan, exceeding the aggregate Commitments. Each Swingline Loan shall not requestbe in a principal amount that is an integral multiple of $250,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.23 or elsewhere in this Agreement, the Swingline Lender shall not make, be obligated to make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of at a Swingline Loan, each Revolving time when a Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from is a Defaulting Lender unless the Swingline Lender a has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lenders’ participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of Loans, including by Cash Collateralizing such Revolving Defaulting Lender’s Revolving Applicable Commitment Percentage of such the outstanding Swingline LoanLoans.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Total Revolving Extensions of Credit would exceed the Available Total Revolving Commitments of Commitments; provided further that the Lenders would Swingline Lender shall not be less than zero and (iii) no Revolving Borrower shall use the proceeds of any required to make a Swingline Loan (i) to refinance any an outstanding Swingline Loan or (whether borrowed by it ii) if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or another Revolving Borrowersuch Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iii)) with respect to the Defaulting Lender arising from either, in its sole discretion, (a) the Swingline Loan then proposed to be made or (b) the Swingline Loan then proposed to be made and all other Swingline Loans as to which the Swingline Lender has actual or potential Front Exposure. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. A Swingline Loans Loan shall be ABR Loans only. Immediately upon bear interest at either (x) a rate based on the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in Base Rate (such Swingline Loan (each to be a “Base Rate Swingline ParticipationLoan”) in an amount equal to or (y) a rate based on the product of such Revolving Lender’s Revolving Percentage of LIBOR Market Index Rate (such Swingline Loan to be a “LIBOR Rate Swingline Loan”), as determined by the Borrower.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Company and the Borrowing Subsidiaries under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans denominated in Dollars (“Swingline Loans”) to the Revolving BorrowersCompany or any Borrowing Subsidiary; provided that (i) the Borrowers shall not request and the Swingline Lender shall not make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Company and each Borrowing Subsidiary may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6herein, the Swingline Lender agrees to may, in its discretion, make a portion of the credit otherwise available to the Revolving Borrowers Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower and any Subsidiary Borrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the Revolving Borrowers Borrower and any Subsidiary Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and zero, (iii) no the sum of (x) the Swingline Exposure of such Swing Lender (in its capacity as a Swingline Lender and a Revolving Borrower Lender) and (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) shall use the proceeds of any not exceed its Revolving Commitment then in effect and (iv) Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loans shall be available only in Dollars. During the Revolving Commitment Period, the Revolving Borrowers Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero zero, and (iiic) no Revolving the Borrower shall not use the proceeds of any Swingline Loan to refinance any then outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender The Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from repay to the Swingline Lender a risk participation in such the then unpaid principal amount of each Swingline Loan on the Revolving Termination Date. The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (each by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and has had a “Swingline Participation”) in an amount equal reasonable opportunity to the product of react to such Revolving Lender’s Revolving Percentage of notice and ending when such Swingline Loanconditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during until the Revolving Commitment Period Termination Date by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount outstanding principal amount of Swingline Loans owed to the Swingline Lender at any time shall not exceed the its Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of outstanding Swingline Loans owed to the Swingline Lender at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances, may exceed the its Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount (without duplication) of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment PeriodAdvances, the Revolving Borrowers Swingline Loans and the L/C Obligations would exceed the Total Committed Amount. Prior to the Termination Date, the Borrower may use the Swingline Commitment by borrowing, repaying (in whole or part) and reborrowing, all in accordance with the terms and conditions hereof. The Borrower may prepay Swingline Loans shall be ABR Loans only. Immediately at any time upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from notice to the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an by 11:00 A.M. on the day of the proposed prepayment stating the proposed date and aggregate principal amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loanbe prepaid.

Swingline Commitment. (a) Subject to the terms and conditions hereof and hereof, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.5, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swingline loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving LoansLoans hereunder, may exceed the Swingline Commitment then in effect), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iiic) the Swingline Lender shall be under no Revolving Borrower shall use the proceeds of obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to refinance any outstanding the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan (whether borrowed by to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it or another Revolving Borrower)may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon On the making of Amendment No. 2 Effective Date, each Original Swingline Loan shall continue to be outstanding under this Agreement as a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and hereof, (x) each Swingline Lender, in reliance upon on the agreements of the other Revolving Lenders set forth in this Section 2.62.9, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Parent Borrower or the Subsidiary Borrower in US Dollars under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans (such loans, “US Swingline Loans”) to the US Borrowers in US Dollars and (y) each Swingline Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 2.9, agrees to make a portion of the credit otherwise available to the Canadian Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (such loans, “Canadian Swingline Loans”; and, together with the US Swingline Loans, the “Swingline Loans”) to the Revolving BorrowersCanadian Borrower in US Dollars or Canadian Dollars; provided that the Swingline Lenders shall not make any Swingline Loan available if, after giving effect thereto (i) the aggregate Outstanding Amount principal amount of such Swingline Lender’s Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the for such Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Total Revolving Extensions of Credit would exceed the Total Revolving Commitments of the Lenders would be less than zero and or (iii) no the Total Revolving Extensions of Credit to the Canadian Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)would exceed US$150,000,000. During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Each Swingline Loans Loan shall be an ABR Loans only. Immediately upon Loan, in the making case of a US Swingline Loan, a US Base Rate Loan, in the case of a Canadian Swingline Loan denominated in US Dollars, or a Canadian Prime Rate Loan, in the case of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation Loan denominated in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline LoanCanadian Dollars.

Swingline Commitment. (a) (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) in Dollars to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding provided that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s Lenders’ other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of under the Lenders Revolving Commitments would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. The Swingline Loans shall be ABR Loans only. Immediately upon The Swingline Lender shall not be obligated to make Swingline Loans if (A) it has elected not to do so after the making occurrence and during the continuation of a Swingline LoanDefault or Event of Default or (B) any of the Lenders is a Defaulting Lender but, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from in the case of this clause (B) only to the extent that (i) the Swingline Commitments of such Defaulting Lender a may not be reallocated pursuant to clause (a) of Section 2.26 or (ii) other arrangements satisfactory to it and Borrower to eliminate such Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to including cash collateralization by the product Borrower of such Revolving Defaulting Lender’s Revolving Percentage pro rata share of such the outstanding Swingline LoanLoans) have not been entered into.

Swingline Commitment. (a) Subject to On the terms and subject to conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time on or after the Initial Effective Date during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment or the Swingline Lender’s Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlybear interest only at the Overnight LIBOR Rate plus the Applicable Margin. Immediately upon the making of a Swingline Loan, each Revolving Lender The Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from repay to the Swingline Lender a risk participation in such the then unpaid principal amount of each Swingline Loan (each a “Swingline Participation”) in an amount equal on or prior to the product date that is the earlier of such (i) the 15th and last day of each month and (ii) the Termination Date; provided that on each date on which a Revolving Lender’s Revolving Percentage of such Loan is borrowed, the Borrower shall repay all Swingline LoanLoans then outstanding.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2014-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender on the Series 2014-1 Closing Date. Such initial Series 2014-1 Class A-1 Swingline Note shall be dated the Series 2014-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2014-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2014-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2014-1 Class A-1 Swingline Loans”) to the Revolving Borrowers under the Revolving Commitments Co-Issuers from time to time during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) period commencing on the Series 2014-1 Closing Date and ending on the date that is two Business Days prior to the Revolving BorrowersCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2014-1 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2014-1 Class A-1 Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2014-1 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2014-1 Supplement, the outstanding principal amount evidenced by the Series 2014-1 Class A-1 Swingline Note may be increased by borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) Subject During the Commitment Period, subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars and in Foreign Currencies to the Borrower (“each a "Swingline Loan" and, collectively, the "Swingline Loans”") to for the Revolving Borrowerspurposes hereinafter set forth; provided that provided, however, (i) the aggregate Outstanding Dollar Amount of Swingline Loans (determined as of the most recent Determination Date) outstanding at any time shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (the "Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effectCommitted Amount"), and (ii) the sum of the aggregate Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Borrowers Loans plus outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans shall not requestexceed the Aggregate Revolving Committed Amount. Swingline Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything to the contrary contained herein, and the Swingline Lender shall not make, at any time be obligated to make any Swingline Loan ifhereunder if any Lender is at such time a Defaulting Lender, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from unless the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal has entered into arrangements satisfactory to the product Swingline Lender with the Borrower or such Lender to eliminate the Swingline Lender's risk with respect to such Lender's obligations in respect of such Revolving Lender’s Revolving Percentage of such its Swingline LoanCommitment.

Swingline Commitment. (a) Subject to the terms and conditions hereof and set forth herein, the Swingline Bank, in reliance upon the agreements of the other Lenders Revolving Banks set forth in this section and in Section 2.62.7, the shall make loans (each such loan, a “Swingline Lender agrees to make a portion of the credit otherwise available Loan”) to the Revolving U.S. Borrowers under the Revolving Commitments in Dollars from time to time on any Business Day during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) an aggregate amount not to the Revolving Borrowers; provided that (i) the aggregate Outstanding Amount of Swingline Loans exceed at any time shall not exceed outstanding the amount of the Swingline Commitment then in effect (Committed Amount, notwithstanding the fact that the aggregate Outstanding Amount of such Swingline Loans at any timeLoans, when aggregated with the Revolving Commitment Percentage of the Outstanding Amount of Revolving Loans and LOC Obligations of the Bank acting as Swingline Lender’s other Revolving LoansBank, may exceed the amount of such Bank’s Revolving Committed Amount; provided, however, that after giving effect to any Swingline Commitment then in effect)Loan, (i) the total Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (ii) the Revolving Exposure of any Revolving Bank shall not exceed such Revolving Bank’s Revolving Committed Amount; provided, further, that the U.S. Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During Within the Revolving Commitment Periodforegoing limits, and subject to the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the other terms and conditions hereof. Swingline Loans shall be ABR Loans only, the U.S. Borrowers may borrow under this Section 2.1(b), prepay under Section 3.4, and reborrow under this Section 2.1(b). Immediately upon the making of a Swingline Loan, each Revolving Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender Bank a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving LenderBank’s Revolving Commitment Percentage times the amount of such Swingline Loan. The U.S. Borrowers must repay each Swingline Loan in full no later than thirty (30) days after such loan is made, which repayment may be made with a borrowing of Revolving Loans to the extent the conditions set forth in Section 5.2 have been satisfied. Swingline Loans hereunder may consist of Base Rate Loans or Daily LIBOR Swingline Loans (or a combination thereof), as the Borrower Representative may request, and may be repaid and reborrowed in accordance with the provisions hereof.

Swingline Commitment. (avi) Subject to the terms and conditions hereof and in reliance upon hereof, from time to time during the agreements of the other Lenders set forth in this Section 2.6Revolving Commitment Period, the Swingline Lender agrees to may, in its sole discretion, make a portion of the credit otherwise available to the Revolving Borrowers U.S. Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersU.S. Borrower, made in Dollars; provided that (i) the sum of (x) the Swingline Exposure of the Swingline Lender (in its capacity as the Swingline Lender and a Revolving Lender), (y) the aggregate Outstanding Amount principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by the Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of the Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of the outstanding Swingline Loans at any time shall not exceed the Swingline Commitment then in effect and (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (iiiii) the Revolving Borrowers U.S. Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers U.S. Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans denominated in Dollars shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and set forth herein, the Swingline Bank, in reliance upon the agreements of the other Lenders Banks set forth in this section and in Section 2.62.7, the shall make loans (each such loan, a “Swingline Lender agrees to make a portion of the credit otherwise available Loan”) to the Revolving Borrowers under the Revolving Commitments in Dollars from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Committed Amount, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Commitment Period by making swingline loans in Dollars (“Percentage of the Outstanding Amount of Revolving Loans and LOC Obligations of the Bank acting as Swingline Loans”) Bank, may exceed the amount of such Bank’s Revolving Committed Amount; provided, however, that after giving effect to the Revolving Borrowers; provided that any Swingline Loan, (i) the total Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (ii) the aggregate Outstanding Amount of Swingline the Revolving Loans at of any time shall not exceed the Swingline Bank, plus such Bank’s Revolving Commitment then in effect (notwithstanding that the aggregate Outstanding Amount Percentage of Swingline Loans at any time, when aggregated with the Outstanding Amount of all LOC Obligations, plus such Bank’s Revolving Commitment Percentage of the Outstanding Amount of all Swingline LenderLoans shall not exceed such Bank’s other Revolving LoansCommitment, may exceed and provided, further, that the Swingline Commitment then in effect), (ii) the Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During Within the Revolving Commitment Periodforegoing limits, and subject to the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the other terms and conditions hereof. Swingline Loans shall be ABR Loans only, the Borrowers may borrow under this Section 2.1(b), prepay under Section 3.4, and reborrow under this Section 2.1(b). Immediately upon the making of a Swingline Loan, each Revolving Lender Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender Bank a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving LenderBank’s Revolving Commitment Percentage times the amount of such Swingline Loan. The Borrowers must repay each Swingline Loan in full no later than thirty (30) days after such loan is made, which repayment may be made with a borrowing of Revolving Loans to the extent the conditions set forth in Section 5.2 have been satisfied. Swingline Loans hereunder may consist of Base Rate Loans or Daily LIBOR Swingline Loans (or a combination thereof), as the Borrower Representative may request, and may be repaid and reborrowed in accordance with the provisions hereof.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2019-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender on the Series 2019-1 Closing Date; provided that, if such Series 2019-1 Class A-1 Swingline Note is an Uncertificated Note, the Trustee shall instead register it as described in Section 4.01(f) of the Series 2019-1 Supplement. Such initial Series 2019-1 Class A-1 Swingline Note shall be dated the Series 2019-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Swingline Principal Amount, and (unless it is an Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2019-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2019-1 Class A-1 Swingline Loans”) to the Revolving Borrowers under the Revolving Commitments Co-Issuers from time to time during the Revolving Commitment Period by making swingline loans in Dollars period commencing on the Series 2019-1 Closing Date and ending on the date that is two (“Swingline Loans”2) Business Days prior to the Revolving BorrowersCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2019-1 Class A-1 Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2019-1 Supplement, the outstanding principal amount evidenced by the Series 2019-1 Class A-1 Swingline Note may be increased by borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender on the Series 2022-1 Closing Date. Such Series 2022-1 Class A-1 Swingline Note shall be dated the Series 2022-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Revolving BorrowersCo-Issuers from time to time during the period commencing on the Series 2022-1 Closing Date and ending on the date that is two (2) Business Days prior to the Commitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2022-1 Class A-1 Notes Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2022-1 Supplement, the outstanding principal amount evidenced by the Series 2022-1 Class A-1 Swingline Note may be increased by borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving Borrowers; provided that (i) the aggregate Outstanding Amount of Swingline Loans at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower Representative shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender The Borrowers shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from repay to the Swingline Lender a risk participation in such the then unpaid principal amount of each Swingline Loan (each a “Swingline Participation”) in an amount equal to on the product of such Revolving Lender’s Revolving Percentage of such Swingline LoanTermination Date.

Swingline Commitment. (a) Subject to the terms and conditions hereof and hereof, (x) the Swingline Lender, in reliance upon on the agreements of the other Lenders set forth in this Section 2.62.5, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower in Dollars under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (such loans, “US Swingline Loans”) to the Revolving BorrowersBorrower in Dollars and (y) the Swingline Lender, in reliance on the agreements of the other Lenders set forth in Section 2.5, agrees to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans to the Borrower in Canadian Dollars (such loans, “Canadian Swingline Loans” ; and, together with the US Swingline Loans, the “Swingline Loans”); provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Each Swingline Loans Loan shall be an ABR Loans only. Immediately upon Loan, in the making case of a US Swingline Loan, each Revolving Lender shall be deemed toor a Canadian Prime Rate Loan, and hereby irrevocably and unconditionally agrees to, purchase from in the Swingline Lender case of a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Canadian Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) in Dollars to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the all Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately At any time that there shall exist a Defaulting Lender that is a Revolving Lender, immediately upon the making request of a the Swingline LoanLender, each Revolving the Borrower shall repay the outstanding Swingline Loans made by such Swingline Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from in an amount sufficient to eliminate any Fronting Exposure in respect of such Swingline Loans or enter into other arrangements reasonably satisfactory to the Swingline Lender a risk participation to eliminate any Fronting Exposure in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage respect of such Swingline LoanLoans (including, providing Cash Collateral as provided for in Section 2.28).

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the each Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Credit Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s Lenders’ other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect), (ii) the Revolving Borrowers Borrower shall not request, and the a Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Credit Commitments of the Lenders such Swingline Lender would be less than zero and (iii) no Revolving Borrower Swingline Loans shall use be made ratably by the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Lenders. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a No Swingline Loan, each Revolving Lender shall be deemed toobligated to make any Swingline Loans if any Lender is at that time a Defaulting Lender, and hereby irrevocably and unconditionally agrees tounless such Swingline Lender has entered into arrangements, purchase including the delivery of Cash Collateral, reasonably satisfactory to such Swingline Lender with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to subsection 2.19(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Lender a risk participation in such Loan then proposed to be made or any other Swingline Loan (each as to which a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline LoanLender has actual or potential Fronting Exposure.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.6forth, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans to the Revolving Borrowers under Borrower (each a “Swingline Loan” and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) from time to time from the Revolving BorrowersClosing Date until the Maturity Date for the purposes hereinafter set forth; provided that provided, however, (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed TWENTY FIVE MILLION DOLLARS ($25,000,000) (the “Swingline Committed Amount”), and (ii) the sum of the aggregate principal amount of Revolving Loans outstanding plus LOC Obligations plus obligations in respect of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Revolving Committed Amount. Swingline Loans at any time, when aggregated hereunder shall be made as a Base Rate Loan in accordance with the Outstanding Amount provisions of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the Revolving Borrowers shall not requestthis Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything herein to the contrary, the Swingline Lender shall not make, be under any obligation to make any Swingline Loan ifif any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.19(a)(iv)) with respect to the making of such Swingline Loan, Defaulting Lender arising from either the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan then proposed to refinance any outstanding Swingline Loan (whether borrowed by it be made or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from as to which the Swingline Lender a risk participation has actual or potential Fronting Exposure, as it may elect in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loanits sole discretion.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2019-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to the Swingline Lender on the Closing Date. Such Series 2019-1 Class A-1 Swingline Note shall be dated the Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2019-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2019-1 Class A-1 Swingline Loans”) to the Revolving Borrowers under the Revolving Commitments Master Issuer from time to time during the Revolving Commitment Period by making swingline loans in Dollars period commencing on the Closing Date and ending on the date that is two (“Swingline Loans”2) Business Days prior to the Revolving BorrowersCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2019-1 Class A-1 Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2019-1 Supplement, the outstanding principal amount evidenced by the Series 2019-1 Class A-1 Swingline Note may be increased by borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) Subject During the Commitment Period of the Extended Revolving Commitment, subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans to the Revolving Borrowers under (each a “Swingline Loan” and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) from time to time for the Revolving Borrowerspurposes hereinafter set forth; provided that provided, however, (i) the aggregate Outstanding Amount amount of Swingline Loans outstanding at any time shall not exceed FORTY MILLION DOLLARS ($40,000,000) (the “Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effectCommitted Amount”), (ii) the aggregate principal amount of outstanding Revolving Borrowers Loans and Swingline Loans made to the Company plus the outstanding Company LOC Obligations shall not requestexceed $200,000,000 at any time outstanding, and (iii) the sum of the aggregate amount of outstanding Revolving Loans plus Swingline Loans plus LOC Obligations shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the Working Capital Amount and (iv) no Swingline Loans shall be made if after incurrence of such Swingline Loans (but after giving effect to the expected uses of the proceeds thereof within 2 Business Days of the respective Swingline Loans for purposes other than investing in Cash Equivalents) there will be more than $160,000,000 of unrestricted cash and Cash Equivalents in the aggregate on the consolidated balance sheet of the Company and its Subsidiaries (excluding any amounts held in the Blocked Account that are included on such balance sheet as cash or Cash Equivalents); provided that in making calculations pursuant to this clause (iv), the Company may disregard changes in the consolidated balances of cash and Cash Equivalents of the Company and its Subsidiaries to the extent the Company is not actually aware of a material increase in such balances during the period beginning 24 hours before the time the respective Notice of Borrowing for such respective Swingline Loans is required to be delivered and ending on (but including) the date on which such respective Swingline Loans are to be made. Notwithstanding anything to the contrary contained in this Section 2.2, (i) the Swingline Lender shall not make, be obligated to make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of at a Swingline Loan, each Revolving time when a Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from is a Defaulting Lender unless the Swingline Lender a has entered into arrangements with one or more Borrowers satisfactory to it and the Administrative Borrower to eliminate the Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loan Loans (each which arrangements are hereby consented to by the Lenders), including by a “Swingline Participation”) in an amount equal to the product of Borrower cash collateralizing such Revolving Defaulting Lender’s Revolving Commitment Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline LoanBack-Stop Arrangements”), and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Administrative Borrower, or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Company and the Borrowing Subsidiaries under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans denominated in Dollars (“Swingline Loans”) to the Revolving BorrowersCompany or any Borrowing Subsidiary; provided that (i) the Borrowers shall not request and the Swingline Lender shall not make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Company and each Borrowing Subsidiary may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) in Dollars to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding provided that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s Lenders’ other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of under the Lenders Revolving Commitments would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. The Swingline Loans shall be ABR Loans only. Immediately upon The Swingline Lender shall not be obligated to make Swingline Loans if (A) it has elected not to do so after the making occurrence and during the continuation of a Swingline LoanDefault or Event of Default or (B) any of the Lenders is a Defaulting Lender but, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from in the case of this clause (B) only to the extent that (i) the Swingline Commitments of such Defaulting Lender a may not be reallocated pursuant to clause (a) of Section 2.26 or (ii) other arrangements satisfactory to it and Borrower to eliminate such Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to including cash collateralization by the product Borrower of such Revolving Defaulting Lender’s Revolving Percentage pro rata share of such the outstanding Swingline LoanLoans) have not been entered into.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance relying upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.6forth, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Revolving Borrowers under the Revolving Commitments Borrower at any time and from time to time during on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment Period by making swingline loans Credit Commitments, in Dollars (“Swingline Loans”) to the Revolving Borrowers; provided an aggregate principal amount at any time outstanding that will not result in (i) the aggregate Outstanding Amount principal amount of all Swingline Loans at any time shall not exceed the Swingline Commitment then exceeding $5,000,000 in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), or (ii) the aggregate Revolving Borrowers Credit Exposure, after giving effect to any Swingline Loan, exceeding the aggregate Revolving Credit Commitments. Each Swingline Loan shall not requestbe in a principal amount that is an integral multiple of $50,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.21 or elsewhere in this Agreement, the Swingline Lender shall not make, be obligated to make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of at a Swingline Loan, each Revolving time when a Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from is a Defaulting Lender unless the Swingline Lender a has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lenders’ participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of Loans, including by cash collateralizing such Revolving Defaulting Lender’s Revolving Pro Rata Percentage of such the outstanding Swingline LoanLoans.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6herein, the Swingline Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Revolving Borrowers under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swingline loans Availability Period, in Dollars (“Swingline Loans”) an aggregate principal amount outstanding at any time not to exceed the Revolving Borrowers; provided that lesser of (i) the aggregate Outstanding Amount of Swingline Loans at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), and (ii) the difference between the Aggregate Revolving Borrowers shall not requestCommitment Amount and the aggregate Revolving Credit Exposures of all Lenders; provided, and that the Swingline Lender shall not make, any Swingline Loan if, after giving effect be required to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any make a Swingline Loan to refinance any an outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment PeriodThe Borrower shall be entitled to borrow, the Revolving Borrowers may use the repay and reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereofof this Agreement. The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loans Loan Borrowing substantially in the form of Exhibit 2.4 attached hereto ("Notice of Swingline Borrowing") prior to 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be ABR Loans only. Immediately upon irrevocable and shall specify: (i) the making principal amount of a such Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from (ii) the Swingline Lender a risk participation in date of such Swingline Loan (which shall be a Business Day), (iii) the duration of the Interest Period applicable thereto and (iv) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the Base Rate plus the Applicable Margin. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a “larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Participation”Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of such Swingline Loan. The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the product unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Revolving Lender’s Revolving Percentage Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with ‎Section 2.7, which will be used solely for the repayment of such Swingline Loan. If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. Each Lender's obligation to make a Base Rate Loan pursuant to ‎Section 2.4(c) or to purchase the participating interests pursuant to ‎Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this ‎Section 2.4, until such amount has been purchased in full.

Swingline Commitment. (a) Subject to the terms and conditions hereof set forth herein and in reliance upon the agreements of the other Lenders set forth in this Section 2.62.01(e), the Swingline Lender at the request of Borrower agrees to make a portion of the credit otherwise available Swingline Loans to the Revolving Borrowers under the Revolving Commitments Borrower in Dollars from time to time during the any Revolving Commitment Period by making swingline loans Availability Period, in Dollars an aggregate principal amount at any time outstanding that will not result in (“Swingline Loans”) to the Revolving Borrowers; provided that (ix) the aggregate Outstanding Amount principal amount of outstanding Swingline Loans at any time shall not exceed exceeding the Swingline Commitment Sublimit or (y) (1) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments, (2) the Revolving Exposure of any Revolving Lender exceeding the Revolving Commitments of such Lender then in effect, (3) the Revolving Tranche Exposure of any Revolving Lender in respect of any Tranche of Revolving Commitments exceeding such Revolving Lender’s Revolving Commitment of such Tranche in effect at such time or (notwithstanding that 4) the Revolving Tranche Exposure of all Revolving Lenders in respect of any Tranche of Revolving Commitments exceeding the aggregate Outstanding Amount Revolving Commitments of such Tranche in effect at such time, and notwithstanding the fact that such Swingline Loans at any timeLoans, when aggregated with the Outstanding Amount existing Revolving Exposure of the Swingline Revolving Lender acting as Swing Line Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect)amount of such Lender’s Revolving Commitment; provided, (ii) the Revolving Borrowers shall not requesthowever, and that the Swingline Lender shall not make, any Swingline Loan if, after giving effect be required to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any make a Swingline Loan to refinance any an outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During Within the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof. set forth herein, Borrower may borrow, repay and re-borrow Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline LoanLoans.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6Agreement, the Swingline Lender agrees to make a portion of the credit otherwise available Swingline Advances to the Revolving Borrowers under the Revolving Commitments in Dollars from time to time during from the date of this Agreement through the Revolving Commitment Period by making swingline loans in Dollars Credit Termination Date; provided, that the aggregate principal amount of all outstanding Swingline Advances (“Swingline Loans”) after giving effect to any amount requested), shall not exceed the Revolving Borrowers; provided that lesser of (i) the aggregate Outstanding Amount Revolving Commitment less the sum of Swingline Loans all outstanding Advances under the Revolving Credit Facility and the Facility Letter of Credit Exposure and the Facility FX Exposure (and limited at any time shall not exceed all times to the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), Borrowing Base) and (ii) the Swingline Commitment. Swingline Advances shall be refunded by the Revolving Borrowers Lenders on demand by Swingline Lender. Such refundings shall not request, be made by the Revolving Lenders in accordance with their respective Commitment Percentages and shall thereafter be reflected as Advances under the Revolving Credit Facility of the Revolving Lenders on the books and records of the Administrative Agent. Each Revolving Lender shall fund its respective Commitment Percentage of Advances as required to repay Swingline Advances outstanding to the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed upon demand by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Lender but in no event later than 2:00 p.m. (Dallas time) on the next succeeding Business Day after such demand is made. No Revolving Lender's obligation to fund its respective Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making Percentage of a Swingline LoanAdvance shall be affected by any other Revolving Lender's failure to fund its Commitment Percentage of a Swingline Advance, each nor shall any Revolving Lender's Percentage be increased as a result of any such failure of any other Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loanfund its Commitment Percentage.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6herein, the Swingline Lender agrees to may, in its sole discretion, make a portion of the credit otherwise available Swingline Loans to the Revolving Borrowers under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swingline loans Availability Period, in Dollars (“Swingline Loans”) an aggregate principal amount outstanding at any time not to exceed the Revolving Borrowers; provided that lesser of (i) the aggregate Outstanding Amount of Swingline Loans at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), and (ii) the difference between the Aggregate Revolving Borrowers shall not request, Commitment Amount and the aggregate Revolving Credit Exposures of all Lenders; provided that the Swingline Lender shall not make, any Swingline Loan if, after giving effect be required to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any make a Swingline Loan to refinance any an outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment PeriodThe Borrower shall be entitled to borrow, the Revolving Borrowers may use the repay and reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereofof this Agreement. (b) The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loans Borrowing, substantially in the form of Exhibit 2.4 attached hereto (a “Notice of Swingline Borrowing”), prior to 10:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be ABR Loans only. Immediately upon irrevocable and shall specify (i) the making principal amount of a such Swingline LoanBorrowing, each Revolving Lender (ii) the date of such Swingline Borrowing (which shall be deemed to, a Business Day) and hereby irrevocably and unconditionally agrees to, purchase from (iii) the account of the Borrower to which the proceeds of such Swingline Borrowing should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. The aggregate principal amount of each Swingline Loan shall not be less than $100,000 or a risk participation larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of such Swingline Loan Borrowing. (c) The Swingline Lender, at any time and from time to time in its sole discretion, may, but in no event no less frequently than once each calendar week shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a “Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Participation”Lender) to make Base Rate Loans in an amount equal to the product unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Revolving Lender’s Revolving Percentage Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.6, which will be used solely for the repayment of such Swingline Loan.. (d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly

Swingline Commitment. (a) Subject to the terms and conditions hereof and hereof, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.5, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for such Revolving Commitments by making swingline loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving LoansLoans hereunder, may exceed the Swingline Commitment then in effect) and the aggregate amount of Swingline Loans made by Bank of America, N.A. shall not exceed the Revolving Commitment of Bank of America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iiic) the Swingline Lender shall be under no Revolving Borrower shall use the proceeds of obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to refinance any outstanding the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan (whether borrowed by to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it or another Revolving Borrower)may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.- 45-

Swingline Commitment. i. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) in Dollars to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding provided that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s Lenders’ other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of under the Lenders Revolving Commitments would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. The Swingline Loans shall be ABR Loans only. Immediately upon The Swingline Lender shall not be obligated to make Swingline Loans if (A) it has elected not to do so after the making occurrence and during the continuation of a Swingline LoanDefault or Event of Default or (B) any of the Lenders is a Defaulting Lender but, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from in the case of this clause (B) only to the extent that (i) the Swingline Commitments of such Defaulting Lender a may not be reallocated pursuant to clause (a) of Section 2.26 or (ii) other arrangements satisfactory to it and Borrower to eliminate such Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to including cash collateralization by the product Borrower of such Revolving Defaulting Lender’s Revolving Percentage pro rata share of such the outstanding Swingline LoanLoans) have not been entered into.

Swingline Commitment. (a) Subject to the terms and conditions hereof and set forth herein, the Swingline Lender shall, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.3, make certain revolving credit loans requested by the Borrower in Dollars to the Borrower (each a “Swingline Loan” and, collectively, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) from time to time from the Revolving BorrowersClosing Date until the Termination Date, subject to Section 3.4(d) and (e) for the purposes hereinafter set forth; provided that provided, however, (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00) (the “Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effectCommitted Amount”), and (ii) the sum of the aggregate principal amount of outstanding Revolving Borrowers Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not requestexceed the Revolving Committed Amount. Swingline Loans hereunder shall be made as Base Rate Loans or Quoted Rate Swingline Loans as the Borrower may request in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding the foregoing, (i) the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof; and (ii) the Swingline Lender shall not make, be under any obligation to issue a Swingline Loan ifif any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.19(a)(iv)) with respect to the making of such Swingline Loan, Defaulting Lender arising from either the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan then proposed to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying be made and reborrowing, all in accordance with the terms and conditions hereof. other Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from as to which the Swingline Lender a risk participation has actual or potential Fronting Exposure, as it may elect in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loanits sole discretion.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon hereof, from time to time during the agreements of the other Lenders set forth in this Section 2.6Revolving Commitment Period, the Swingline Lender agrees to may, in its sole discretion, make a portion of the credit otherwise available to the Revolving Borrowers U.S. Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersU.S. Borrower, made in Dollars; provided that (i) the sum of (x) the Swingline Exposure of the Swingline Lender (in its capacity as the Swingline Lender and a Revolving Lender), (y) the aggregate Outstanding Amount principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by the Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of the Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of the outstanding Swingline Loans at any time shall not exceed the Swingline Commitment then in effect and (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (iiiii) the Revolving Borrowers U.S. Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers U.S. Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans denominated in Dollars shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject During the Commitment Period, subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars and in Foreign Currencies to the Borrower (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to for the Revolving Borrowerspurposes hereinafter set forth; provided that provided, however, (i) the aggregate Outstanding Dollar Amount of Swingline Loans (determined as of the most recent Determination Date) outstanding at any time shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (the “Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effectCommitted Amount”), and (ii) the sum of the aggregate Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Borrowers Loans plus outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans shall not requestexceed the Aggregate Revolving Committed Amount. Swingline Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything to the contrary contained herein, and the Swingline Lender shall not make, at any time be obligated to make any Swingline Loan ifhereunder if any Lender is at such time a Defaulting Lender, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from unless the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal has entered into arrangements satisfactory to the product Swingline Lender with the Borrower or such Lender to eliminate the Swingline Lender's risk with respect to such Lender's obligations in respect of such Revolving Lender’s Revolving Percentage of such its Swingline LoanCommitment.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance relying upon the agreements of representations and warranties herein set forth, (x) the other Lenders set forth in this Section 2.6, the Domestic Swingline Lender agrees to make a portion of the credit otherwise available loans, in dollars, to the Revolving Borrowers under the Revolving Commitments Terex at any time and from time to time during the Revolving Commitment Period by making swingline loans Credit Availability Period, in Dollars (“Swingline Loans”) to the Revolving Borrowers; provided an aggregate principal amount at any time outstanding that will not result in (i) the aggregate Outstanding Amount principal amount of all Domestic Swingline Loans at any time shall not exceed the Swingline Commitment then Exposure exceeding $50,000,000 in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), or (ii) the Aggregate Domestic Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan ifCredit Exposure, after giving effect to the making of such any Domestic Swingline Loan, exceeding the Total Domestic Revolving Credit Commitment and (y) the Multicurrency Swingline Lender agrees to make loans, in dollars, Euro and Pounds, to Terex, the European Borrower and the U.K. Borrower at any time and from time to time during the Revolving Credit Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all Multicurrency Swingline Exposure exceeding $50,000,000 in the Available aggregate or (ii) the Aggregate Multicurrency Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of Credit Exposure, after giving effect to any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Multicurrency Swingline Loan, each exceeding the Total Multicurrency Revolving Lender Credit Commitment. Each Swingline Loan shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from in a principal amount that is an integral multiple of the Swingline Lender a risk participation in such Multiple. The Swingline Loan (each a “Commitments may be terminated or reduced from time to time as provided herein. Within the foregoing limits, Terex may borrow, pay or prepay and reborrow Swingline Participation”) in an amount equal Loans hereunder, subject to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loanterms, conditions and limitations set forth herein.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance relying upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.6forth, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Revolving Borrowers under the Revolving Commitments Borrower at any time and from time to time during after the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) to Credit Availability Date and until the earlier of the Revolving Borrowers; provided Credit Maturity Date and the termination of the Revolving Credit Commitments, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate Outstanding Amount principal amount of all Swingline Loans at any time shall not exceed the Swingline Commitment then exceeding $10,000,000 in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), or (ii) the Aggregate Revolving Borrowers Credit Exposure, after giving effect to any Swingline Loan, exceeding the Total Revolving Credit Commitment. Each Swingline Loan shall not requestbe in a principal amount that is an integral multiple of $250,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.22 or elsewhere in this Agreement, in the event that a Revolving Credit Lender is a Defaulting Lender, the Swingline Lender shall not make, be required to make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from unless the Swingline Lender a has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the participation in Swingline Loans by all such Swingline Loan (Defaulting Lenders, including by cash collateralizing each a “Swingline Participation”) in an amount equal to the product of such Revolving Defaulting Lender’s Revolving Facility Pro Rata Percentage of such the applicable Swingline LoanExposure.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to the Swingline Lender on the Closing Date. Such Series 2018-1 Class A-1 Swingline Note shall be dated the Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2018-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2018-1 Class A-1 Swingline Loans”) to the Revolving Borrowers under the Revolving Commitments Master Issuer from time to time during the Revolving Commitment Period by making swingline loans in Dollars period commencing on the Closing Date and ending on the date that is two (“Swingline Loans”2) Business Days prior to the Revolving BorrowersCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2018-1 Class A-1 Notes Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2018-1 Supplement, the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Note may be increased by borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.62.9, the each Swingline Lender Lender, in its individual capacity, severally agrees to make a portion of the certain revolving credit otherwise available loans to the Revolving Borrowers under Borrower or any Qualified Borrower in Dollars or in Euros or Yen (each a “Swingline Loan” and, collectively, the Revolving Commitments “Swingline Loans”) from time to time during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) term hereof to the Revolving Borrowersextent that such Swingline Lender has a Swingline Commitment for such currency; provided provided, however, that (iv) after giving effect to such Swingline Loan, the aggregate outstanding amount of Swingline Loans in the applicable currency made by such Swingline Lender shall not exceed such Swingline Lender’s Swingline Commitment for such currency, (w) after giving effect to such Swingline Loan, such Swingline Lender’s Revolving Credit Exposure shall not exceed its Revolving Credit Commitment, (x) the aggregate Outstanding Amount amount of Swingline Loans (including Alternative Currency Swingline Loans, the amount of which shall be calculated based on the Dollar Equivalent Amount thereof) outstanding at any time shall not exceed the Swingline Commitment then in effect lesser of (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any timei) 400,000,000, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), and (ii) the Revolving Borrowers shall not requestCredit Availability, and the Swingline Lender shall not make, any Swingline Loan if, (y) after giving effect to the making of such any Alternative Currency Swingline Loan, the aggregate amount sum of all Alternative Currency Loans and Letter of Credit Obligations with respect to Alternative Currency Letters of Credit shall not exceed the Available Revolving Commitments of the Lenders would be less than zero Alternative Currency Sublimit and (iiiz) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlymade to any Foreign Qualified Borrower organized or domiciled in Japan. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal Subject to the product limitations set forth herein, any amounts repaid in respect of such Revolving Lender’s Revolving Percentage of such Swingline LoanLoans may be reborrowed.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the each Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments Total Commitment at any time and from time to time during on or after the Revolving Closing Date and until the earlier of the Termination Date and the termination of the Swingline Commitment Period in accordance with the terms hereof by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the Revolving Borrowers outstanding principal amount of Swingline Loans from any Swingline Lender shall not exceed at any time 50% of the Swingline Commitment then in effect and (iii) the Borrower shall not request, and the a Swingline Lender shall not make, any Swingline Loan Loans if, after giving effect to the making of such Swingline LoanLoans, the aggregate amount Aggregate Revolving Credit Exposure would exceed the Total Commitment. At any time and from time to time on or after the Closing Date, and until the earlier of the Available Revolving Commitments Termination Date and the termination of the Lenders would be less than zero and (iii) no Revolving Borrower shall use Swingline Commitment in accordance with the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Periodterms hereof, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.6forth, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans to the Revolving Borrowers under Borrower (each a “Swingline Loan” and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) from time to time from the Revolving BorrowersInitial Closing Date until the Revolver Maturity Date for the purposes hereinafter set forth; provided that provided, however, (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed TWENTY FIVE MILLION DOLLARS ($25,000,000) (the “Swingline Committed Amount”), and (ii) the sum of the aggregate principal amount of Revolving Committed Loans outstanding plus LOC Obligations plus obligations in respect of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Revolving Committed Amount. Swingline Loans at any time, when aggregated hereunder shall be made as a Base Rate Loan in accordance with the Outstanding Amount provisions of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the Revolving Borrowers shall not requestthis Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything herein to the contrary, the Swingline Lender shall not make, be under any obligation to make any Swingline Loan ifif any Revolving Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.19(a)(iv)) with respect to the making of such Swingline Loan, Defaulting Lender arising from either the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan then proposed to refinance any outstanding Swingline Loan (whether borrowed by it be made or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from as to which the Swingline Lender a risk participation has actual or potential Fronting Exposure, as it may elect in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loanits sole discretion.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Base Rate Loans only. Immediately upon Notwithstanding the making of foregoing, if at any time any Lender is a Swingline LoanDefaulting Lender, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Defaulting Lender’s Revolving Commitment Percentage of the Swingline Loans will be reallocated among all Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Revolving Commitment Percentage) but only to the extent the Aggregate Revolving Outstandings of all Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Revolving Commitment Percentage of the Swingline Loan.Loans and any Letter of Credit Outstandings, in each case,

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower zero; provided further that the Swingline Lender shall use the proceeds of any not be required to make a Swingline Loan to refinance any an outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only. Immediately upon A Swingline Loan shall be a Cost of Funds Rate Loan or shall bear interest at a rate based on the making ABR, as determined by the Borrower. If the Borrower desires a Cost of Funds Rate Loan (i) the Borrower shall request a Swingline quote for a Cost of Funds Rate Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender shall within a risk participation reasonable time after receipt of the request directly contact the Borrower (which may be done by telephone) with its Cost of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately inform the Swingline Lender of its decision as to whether to request a Cost of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone and promptly confirmed in writing and which decision shall be irrevocable), and (iii) if the Borrower has so informed the Swingline Lender that it does desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline Lender shall promptly make such Swingline Cost of Funds Rate Loan available to the Borrower. At all times such Loan is a Cost of Funds Rate Loan, the Borrower shall pay interest on the unpaid principal amount of such Cost of Funds Rate Loan (each calculated in accordance with Section 2.10 hereof) from the date of such Cost of Funds Rate Loan until such principal amount shall be paid in full at a “Swingline Participation”) in an amount rate per annum equal to the product Cost of such Revolving Lender’s Revolving Percentage of such Swingline LoanFunds Rate in effect from time to time plus the Applicable Margin for Eurodollar Loans in effect from time to time.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender Bank agrees to make a portion of the credit otherwise available to the Revolving Borrowers Company under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans ("Swingline Loans") in Dollars (“Swingline Loans”) to the Revolving BorrowersCompany during the period from and including the date hereof to but not including the Commitment Termination Date; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect effect, (notwithstanding that b) the aggregate Outstanding Amount principal amount of Swingline Loans plus the aggregate principal amount of Syndicated Loans made by the Swingline Bank outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may time shall not exceed the Swingline Bank's Commitment then in effect), and (iic) the Revolving Borrowers Company shall not request, and the Swingline Lender Bank shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the sum of (i) the aggregate principal amount of all Money Market Loans, plus (ii) the aggregate principal amount of all Syndicated Loans plus (iii) the aggregate principal amount of all Swingline Loans, at any one time outstanding shall exceed the aggregate amount of the Available Revolving Commitments at such time except that, notwithstanding the foregoing, Money Market Loans outstanding at the time of any termination or reduction of the Lenders would Commitments pursuant to ss.1.04 hereof need not be less than zero and (iii) no Revolving Borrower shall use the proceeds prepaid on account of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)this proviso. During the Revolving Commitment Periodsuch period, the Revolving Borrowers Company may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and hereof, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.5, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swingline loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving LoansLoans hereunder, may exceed the Swingline Commitment then in effect) and the aggregate amount of Swingline Loans made by Bank of America, N.A. shall not exceed the Revolving Commitment of Bank of America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iiic) the Swingline Lender shall be under no Revolving Borrower shall use the proceeds of obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to refinance any outstanding the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan (whether borrowed by to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it or another Revolving Borrower)may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon On the making of Amendment No. 2 Effective Date, each Original Swingline Loan shall continue to be outstanding under this Agreement as a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance relying upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.6forth, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Revolving Borrowers under the Revolving Commitments Borrower at any time and from time to time during on and after the Effective Date and until the earlier of the Revolver Maturity Date and the termination of the Revolving Commitment Period by making swingline loans Credit Commitments in Dollars (“Swingline Loans”) to accordance with the Revolving Borrowers; provided terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate Outstanding Amount outstanding principal amount of all Swingline Loans at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), exceeding $20,000,000 or (ii) the Aggregate Revolving Borrowers shall not requestCredit Exposure, after giving effect to any Swingline Loan (and the application of the proceeds thereof), exceeding the Total Revolving Credit Commitment; provided that the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any make a Swingline Loan to refinance any an outstanding Swingline Loan. Each Swingline Loan shall be in a principal amount that is an integral multiple of $500,000 (whether borrowed by it or another Revolving Borrowerand a minimum principal amount of $500,000). During Within the Revolving Commitment Periodforegoing limits, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowingborrow, repaying pay or prepay and reborrowing, all in accordance with the terms and conditions hereof. reborrow Swingline Loans shall be ABR Loans onlyhereunder, subject to the terms, conditions and limitations set forth herein. Immediately upon Notwithstanding anything to the making of a Swingline Loancontrary contained in this Section 2.03 or elsewhere in this Agreement, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from (i) the Swingline Lender shall not be obligated to make any Swingline Loan at a time when a Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (each a “Swingline Participation”A) in an amount equal to of rescission of all such notices from the product party or parties originally delivering such notice or notices, (B) of the waiver of such Revolving Lender’s Revolving Percentage Default or Event of Default in accordance with Section 9.08(b) or (C) that such Swingline LoanDefault or Event of Default shall have ceased to exist.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the each Swingline Lender of any Class agrees to make a portion of the credit otherwise available to the Revolving Borrowers Company and any Domestic Subsidiary Borrower under the Domestic Revolving Commitments of such Class from time to time during the applicable Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) in Dollars to the Revolving BorrowersCompany and any Domestic Subsidiary Borrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans of any Class made by such Swingline Lender outstanding at any time shall not exceed the Swingline Commitment of such Class of such Swingline Lender then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans of the applicable Class outstanding at any time, when aggregated with the Outstanding Amount of the any Swingline Lender’s other outstanding Domestic Revolving LoansLoans of such Class, may exceed the such Lender’s Swingline Commitment of such Class then in effect), (ii) the Revolving Borrowers Company or the relevant Subsidiary Borrower shall not request, and the Swingline Lender shall not make, request any Swingline Loan of any Class if, after giving effect to the making of such Swingline LoanLoan and the use of proceeds thereof, the aggregate amount of the Available Domestic Revolving Commitments of the Lenders such Class would be less than zero and (iii) no after giving effect to such borrowing and the use of proceeds thereof, (A) [Reserved], (B) the Total Revolving Borrower Extensions of Credit shall use not exceed the proceeds Total Revolving Commitments at such time, (C) (1) the Total 2017 Revolving Extensions of any Credit shall not exceed the Total 2017 Revolving Commitments then in effect and (2) the Total 2019 Revolving Extensions of Credit shall not exceed the Total 2019 Revolving Commitments then in effect and (D) the Outstanding Amount of all Swingline Loan to refinance any outstanding Loans shall not exceed the Swingline Loan (whether borrowed by it or another Revolving Borrower)Sublimit. During the Revolving Commitment PeriodPeriod in respect of any Class, the Revolving Borrowers Company and any Domestic Subsidiary Borrower may use the Swingline Commitment in respect of such Class by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the theeach Swingline Lender severally agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Credit Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars Loans (“Swingline Loans”) in Dollars to the Revolving Borrowers; provided that Borrower so long as after giving effect thereto (i) the aggregate Outstanding Amount principal amount of outstanding Swingline Loans at any time shall made by such Swingline Lender does not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the such Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect)Commitment, (ii) the Aggregate Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making Credit Outstandings of such Swingline LoanLender does not exceed its Commitment, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no the Aggregate Swingline Outstandings shall not exceed the aggregate Swingline Commitments and (ii) the Aggregate Revolving Borrower Credit Outstandings of all Lenders shall use not exceed the proceeds of any Aggregate Revolving Credit Commitments; provided that a Swingline Loan may not be used to refinance any an outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. The Borrower shall repay each Swingline Loan within thirty (30) Business Days of the Borrowing Date of such Swingline Loan. All repayments under this Agreement on account of Swingline Loans shall be ABR Loans only. Immediately upon made in Dollars in immediately available funds to the making Administrative Agent for the account of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swingline Lender a risk participation in for its own account not later than 1:00 p.m. New York City time on the date any such Swingline Loan (each a “Swingline Participation”) in an amount equal payment is due to the product office of such Revolving Lender’s Revolving Percentage of such Swingline LoanJPMCB specified in subsection 11.2.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2017-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender on the Series 2017-1 Closing Date. Such Series 2017-1 Class A-1 Swingline Note shall be dated the Series 2017-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2017-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2017-1 Class A-1 Swingline Loans”) to the Revolving Borrowers under the Revolving Commitments Co-Issuers from time to time during the Revolving Commitment Period by making swingline loans in Dollars period commencing on the Series 2017-1 Closing Date and ending on the date that is two (“Swingline Loans”2) Business Days prior to the Revolving BorrowersCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2017-1 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2017-1 Class A-1 Notes Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 Swingline Note may be increased by borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the each Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars Swingline Loans (“Swingline Loans”"SWINGLINE LOANS") to the Revolving BorrowersBorrower; provided PROVIDED, that (i) the aggregate Outstanding Amount principal amount of Swingline Loans made by each Swingline Lender outstanding at any time shall not exceed the Swingline Commitment of such Swingline Lender then in effect (notwithstanding that the aggregate Outstanding Amount of such Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the such Swingline Lender’s 's other outstanding Revolving LoansLoans hereunder, may exceed the such Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the no Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders Commitment would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof; PROVIDED, further, that the sum of the Total Revolving Extensions of Credit plus the aggregate principal amount of outstanding Competitive Loans at any time shall not exceed the Total Revolving Commitments. Swingline Loans shall be ABR Loans only. Immediately upon bear interest at the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation rate set forth in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline LoanSECTION 2.11 applicable thereto.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon hereof, from time to time during the agreements of the other Lenders set forth in this Section 2.6Revolving Commitment Period, the Swingline Lender agrees to may, in its sole discretion, make a portion of the credit otherwise available to the Revolving Borrowers U.S. Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersU.S. Borrower, made in Dollars; provided that (i) the sum of (x) the Swingline Exposure of the Swingline Lender (in its capacity as the Swingline Lender and a Revolving Lender), (y) the aggregate Outstanding Amount principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by the Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of the Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of the outstanding Swingline Loans at any time shall not exceed the Swingline Commitment then in effect and (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (iiiii) the Revolving Borrowers U.S. Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers U.S. Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans denominated in Dollars shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2020-1 Class A-1 Swingline Note, which the Issuer shall deliver to the Swingline Lender on the Series 2020-1 Closing Date. Such Series 2020-1 Class A-1 Swingline Note shall be dated the Series 2020-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2020-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Revolving BorrowersIssuer from time to time during the period commencing on the Series 2020-1 Closing Date and ending on the date that is two (2) Business Days prior to the Commitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2020-1 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2020-1 Class A-1 Notes Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2020-1 Supplement, the outstanding principal amount evidenced by the Series 2020-1 Class A-1 Swingline Note may be increased by borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issueissued and shall causecaused the Trustee to authenticate the initial Series 2019-3 Class A-1 Swingline Note, which the Issuer shall deliverdelivered to the Swingline Lender on the Series 2019-3 Closing Date. Such initial Series 2019-3 Class A-1 Swingline Note shall beis dated the Series 2019-3 Closing Date, shall beis registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall haverequested has a maximum principal amount equal to the Swingline Commitment, shall havehad an initial outstanding principal amount equal to the Series 2019-3 Class A-1 Initial Swingline Principal Amount, and shall be dulywas authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2019-3 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2019-3 Class A-1 Swingline Loans”) to the Revolving Borrowers under the Revolving Commitments IssuerCo-Issuers from time to time during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) period commencing on the Series 2019-3 Closing Date and ending on the date that is two Business Days prior to the Revolving BorrowersCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2019-3 Class A-1 Notes Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making Borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-3 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such Borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2019-3 Supplement, the outstanding principal amount evidenced by the Series 2019-3 Class A-1 Swingline Note may be increased by Borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) Subject to The Swingline Lender agrees, on the terms and subject to the conditions hereof set forth herein and in reliance upon the agreements of the other Lenders set forth in this Section 2.6Credit Documents, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Revolving Borrowers under the Revolving Commitments Borrower in Dollars at any time and from time to time during the period from and including the Effective Date to but not including the Revolving Commitment Period by making swingline loans in Dollars Termination Date (each such loan, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Revolving Borrowers); provided that (i) the aggregate Outstanding Amount principal amount of the Swingline Loans outstanding at any one time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect)Committed Amount, (ii) with regard to each Lender individually (other than the Swingline Lender), such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding LOC Obligations shall not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Borrowers shall not requestCommitted Amount and (iii) with regard to the Revolving Lenders collectively, and the sum of the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, Committed Amount plus the aggregate amount of Revolving Loans outstanding plus the Available Revolving Commitments aggregate amount of the Lenders would be less than zero and (iii) no Revolving Borrower LOC Obligations outstanding shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During not exceed the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereofCommitted Amount. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed tomade and maintained as Base Rate Loans, and hereby irrevocably may be repaid and unconditionally agrees to, purchase from reborrowed in accordance with the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal provisions hereof prior to the product of such Revolving Lender’s Revolving Percentage of such Swingline LoanTermination Date.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) in Dollars to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline LoanLoan and, if applicable, the repayment at such time of any Revolving Loans, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero zero. If the terms and (iii) no Revolving conditions set forth in Section 5.1 are not satisfied on or prior to May 20, 2005, the Swingline Commitment of the Swingline Lender shall terminate on such date and such Swingline Lender will not be obligated to make Swingline Loans to the Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)hereunder. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Total Domestic Commitments at any time and from time to time during on or after the Revolving Closing Date and until the earlier of the Maturity Date and the termination of the Swingline Commitment Period in accordance with the terms hereof by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Domestic Commitment, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan Loans if, after giving effect to the making of such Swingline LoanLoans, the aggregate amount of outstanding Domestic Loans and L/C Obligations would exceed the Available Revolving Commitments Total Domestic Commitment. At any time and from time to time on or after the Closing Date, and until the earlier of the Lenders would be less than zero Maturity Date and (iii) no Revolving Borrower shall use the proceeds termination of any the Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During Commitment in accordance with the Revolving Commitment Periodterms hereof, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance relying upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.6forth, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Revolving Borrowers under the Revolving Commitments Borrower at any time and from time to time during on and after the Effective Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment Period by making swingline loans Credit Commitments in Dollars (“Swingline Loans”) to accordance with the Revolving Borrowers; provided terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate Outstanding Amount principal amount of all Swingline Loans at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), exceeding $20,000,000 or (ii) the Aggregate Revolving Borrowers shall not requestCredit Exposure, and after giving effect to any Swingline Loan, exceeding the Total Revolving Credit Commitment; provided that the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any make a Swingline Loan to refinance any an outstanding Swingline Loan. Each Swingline Loan (whether borrowed by it or another Revolving Borrower)shall be in a principal amount that is an integral multiple of $500,000. During Within the Revolving Commitment Periodforegoing limits, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowingborrow, repaying pay or prepay and reborrowing, all in accordance with the terms and conditions hereof. reborrow Swingline Loans shall be ABR Loans onlyhereunder, subject to the terms, conditions and limitations set forth herein. Immediately upon Notwithstanding anything to the making of a Swingline Loancontrary contained in this Section 2.03 or elsewhere in this Agreement, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from (i) the Swingline Lender shall not be obligated to make any Swingline Loan at a time when a Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of Loans, including by cash collateralizing such Revolving Defaulting Lender’s Revolving or Defaulting Lenders’ Pro Rata Percentage of such the outstanding Swingline Loan.Loans, and

Swingline Commitment. (a) Subject to the terms and conditions hereof and hereof, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.5, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments (other than Revolving A Commitments) from time to time during the Revolving Commitment Period for such Revolving Commitments by making swingline loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving LoansLoans hereunder, may exceed the Swingline Commitment then in effect) and the aggregate amount of Swingline Loans made by Bank of America, N.A. shall not exceed the Revolving Commitment of Bank of America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders (excluding Revolving A Commitments) would be less than zero and (iiic) the Swingline Lender shall be under no Revolving Borrower shall use the proceeds of obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to refinance any outstanding the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan (whether borrowed by to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it or another Revolving Borrower)may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments (other than Revolving A Commitments), the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to shall make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s outstanding Loans (other Revolving than Swingline Loans), may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of Total Exposures would exceed the Available Revolving Commitments of Total Commitments. In addition, the Lenders would be less than zero and (iii) Swingline Lender shall have no Revolving Borrower shall use the proceeds of any obligation to make a Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to refinance any outstanding the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(d)) with respect to the Defaulting Lender arising from either the Swingline Loan (whether borrowed by then proposed to be issued or that Swingline Loan and all other Swingline Loans, as it or another Revolving Borrower)may elect in its sole discretion. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and hereof, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.5, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for such Revolving Commitments by making swingline loans in Dollars (“Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other outstanding Revolving LoansLoans hereunder, may exceed the Swingline Commitment then in effect) and the aggregate amount of Swingline Loans made by Bank of America, N.A. shall not exceed the Revolving Commitment of Bank of America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iiic) the Swingline Lender shall be under no Revolving Borrower shall use the proceeds of obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to refinance any outstanding the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan (whether borrowed by to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it or another Revolving Borrower)may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to On the terms and subject to the -------------------- conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6herein, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments that it may, from time to time during to, but not including, the Revolving Commitment Period Maturity Date, agree to make Warehousing Advances requested by making swingline loans the Borrowers in Dollars (“Swingline Loans”) amounts not to the Revolving Borrowers; provided that (i) the aggregate Outstanding Amount of Swingline Loans at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Facility Amount. Such Swingline Loans at any time, when aggregated with the Outstanding Amount of Advances shall be evidenced by the Swingline Lender’s other Revolving LoansNote. A Swingline Advance shall bear interest, may exceed from the Swingline Commitment then in effect), (ii) the Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making date of such Swingline LoanAdvance, until paid in full, at the aggregate amount of the Available Revolving Commitments of the Ordinary Warehousing Rate. The Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan hereby agree to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk an undivided participation interest in such all outstanding Swingline Loan (each a “Advances held by the Swingline Participation”) Lender at any time in an amount equal to the product of such Revolving each Lender’s Revolving 's Warehousing Percentage Share of such Swingline LoanAdvances. The Swingline Lender may at any time in its sole and absolute discretion (and shall no less frequently than weekly and upon the acceleration of the Obligations following an Event of Default) request the Lenders to make Warehousing Advances (each in principal amounts equal to their Warehousing Percentage Shares thereof) in the aggregate amount necessary to repay the outstanding Swingline Advances, and each Lender absolutely and unconditionally agrees to fund such Warehousing Advances, regardless of any Default or Event of Default or other condition which would otherwise excuse such Lender from funding Warehousing Advances; provided that no Lender shall be required to make Warehousing Advances to repay Swingline Advances which would cause such Lender's aggregate Warehousing Advances then outstanding to exceed the amount of such Lender's Maximum Warehousing Commitment. Each Lender's Warehousing Advances made pursuant to the preceding sentence shall be delivered directly to the Swingline Lender in immediately available funds at the office of the Credit Agent by 12:00 noon on the day of the request therefor by the Swingline Lender if such request is made on or before 11:00 a.m. or by 9:00 a.m. on the first (1st) Business Day following such request therefor if such request is made after 11:00 a.m. and shall be promptly applied against the outstanding Swingline Advances. At any time following the receipt of funds from all the Lenders, and no less than weekly, the Credit Agent shall deliver to each Lender a certificate in the form of Exhibit M attached hereto (the "Advance --------- Certificate"), certified by the Credit Agent.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Revolving BorrowersBorrower; provided that (ia) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (iib) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero zero, and (iiic) no Revolving the Borrower shall not use the proceeds of any Swingline Loan to refinance any then outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender The Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from repay to the Swingline Lender a risk participation in such the then unpaid principal amount of each Swingline Loan on the Revolving Termination Date. The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (each by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(c)) is not then satisfied and has had a “Swingline Participation”) in an amount equal reasonable opportunity to the product of react to such Revolving Lender’s Revolving Percentage of notice and ending when such Swingline Loanconditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof and set forth herein, the Swingline Lender shall, in reliance upon the agreements of the other Lenders set forth in this Section 2.62.3, make certain revolving credit loans requested by the Borrower in Dollars to the Borrower (each a “Swingline Loan” and, collectively, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) from time to time from the Revolving BorrowersClosing Date until the Termination Date for the purposes hereinafter set forth; provided that provided, however, (i) the aggregate Outstanding Amount principal amount of Swingline Loans outstanding at any time shall not exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00) (the “Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effectCommitted Amount”), and (ii) the sum of the aggregate principal amount of outstanding Revolving Borrowers Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not requestexceed the Revolving Committed Amount. Swingline Loans hereunder shall be made as Base Rate Loans or Quoted Rate Swingline Loans as the Borrower may request in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding the foregoing, (i) the Borrower may not request any Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to Section 3.4(e) hereof; and (ii) the Swingline Lender shall not make, be under any obligation to issue a Swingline Loan ifif any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.19(a)(iv)) with respect to the making of such Swingline Loan, Defaulting Lender arising from either the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan then proposed to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying be made and reborrowing, all in accordance with the terms and conditions hereof. other Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from as to which the Swingline Lender a risk participation has actual or potential Fronting Exposure, as it may elect in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loanits sole discretion.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2020-1 Class A-1 Swingline Note, which the Issuer shall deliver to the Swingline Lender on the Series 2020-1 Closing Date. Such Series 2020-1 Class A-1 Swingline Note shall be dated the Series 2020-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2020-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2020-1 Class X- 0 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2020-1 Class A-1 Swingline Loans”) to the Revolving Borrowers under the Revolving Commitments Issuer from time to time during the Revolving Commitment Period by making swingline loans in Dollars period commencing on the Series 2020-1 Closing Date and ending on the date that is two (“Swingline Loans”2) Business Days prior to the Revolving BorrowersCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2020-1 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2020-1 Class A-1 Notes Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2020-1 Supplement, the outstanding principal amount evidenced by the Series 2020-1 Class A-1 Swingline Note may be increased by borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2019-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender on the Series 2019-1 Closing Date. Such Series 2019-1 Class A-1 Swingline Note shall be dated the Series 2019-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Revolving BorrowersCo-Issuers from time to time during the period commencing on the Series 2019-1 Closing Date and ending on the date that is two (2) Business Days prior to the Commitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2019-1 Class A-1 Notes Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2019-1 Supplement, the outstanding principal amount evidenced by the Series 2019-1 Class A-1 Swingline Note may be increased by borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the initial Series 2017-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender on the Series 2017-1 Closing Date. Such initial Series 2017-1 Class A-1 Swingline Note shall be dated the Series 2017-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2017-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof and hereof, the Swingline Lender, in reliance upon on the agreements of the other Lenders Committed Note Purchasers set forth in this Section 2.62.06, the Swingline Lender agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2017-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2017-1 Class A-1 Swingline Loans”) to the Revolving Borrowers under the Revolving Commitments Co-Issuers from time to time during the Revolving Commitment Period by making swingline loans in Dollars period commencing on the Series 2017-1 Closing Date and ending on the date that is two (“Swingline Loans”2) Business Days prior to the Revolving BorrowersCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate Outstanding Amount principal amount of Swingline Loans at any time shall not outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loansoutstanding Advances hereunder, may exceed the Swingline Commitment then in effect), ) or (ii) the Revolving Borrowers shall not request, and Series 2017-1 Class A-1 Outstanding Principal Amount would exceed the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of Series 2017-1 Class A-1 Maximum Principal Amount. Each such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making borrowing of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2017-1 Class A-1 Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) Note in an amount equal corresponding to such borrowing. Subject to the product terms of such Revolving Lender’s Revolving Percentage this Agreement and the Series 2017-1 Supplement, the outstanding principal amount evidenced by the Series 2017-1 Class A-1 Swingline Note may be increased by borrowings of such Swingline LoanLoans or decreased by payments of principal thereon from time to time.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6------------------------ hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Revolving Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline swing line loans in Dollars (“"Swingline --------- Loans”") to the Revolving BorrowersBorrower; provided that (i) the aggregate Outstanding Amount principal amount of ----- -------- Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans outstanding at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s 's other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), ) and (ii) the Revolving Borrowers Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)zero. During the Revolving Commitment Period, the Revolving Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Each Swingline Loans Loan shall be an ABR Loans only. Immediately upon Loan or shall accrue interest at any other interest rate as agreed between the making of a Swingline Loan, each Revolving Lender shall be deemed to, Borrower and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan and shall have an interest period (each a “Swingline Participation”) in an amount equal subject to the product of such Revolving definition thereof) as agreed between the Borrower and the Swingline Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof of this Section 2.3 and in reliance upon the agreements of the other Lenders representations and warranties set forth in this Section 2.6herein, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans to the Revolving Borrowers under (each a "Swingline Loan" and, collectively, the Revolving Commitments "Swingline Loans") from time to time during from the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) to Closing Date until the Revolving BorrowersTermination Date for the purposes hereinafter set forth; provided that provided, however, (i) the aggregate Outstanding Amount amount of Swingline Loans outstanding at any time shall not exceed THIRTY FIVE MILLION DOLLARS ($35,000,000) (the "Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effectCommitted Amount"), and (ii) the Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making sum of such Swingline Loan, the aggregate amount of Committed Revolving Loans (other than Committed Revolving Loans made for the Available purpose of repaying Swingline Loans or Competitive Loans or reimbursing the Issuing Lender for any amount drawn under any Letter of Credit but not yet so applied) plus the aggregate amount of LOC Obligations plus the aggregate amount of Swingline Loans plus the aggregate amount of Competitive Loans (other than Competitive Loans made for the purpose of repaying Committed Revolving Commitments Loans or Swingline Loans or reimbursing the Issuing Lender for any amount drawn under any Letter of Credit but not yet so applied) shall not exceed the Lenders would aggregate Revolving Committed Amount. Swingline Loans hereunder shall be less than zero and (iii) no Revolving made as Base Rate Loans or may be requested to bear interest at the Quoted Rate, as the Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all elect in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making provisions of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.this

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance relying upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.6forth, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Revolving Borrowers under the Revolving Commitments Borrower at any time and from time to time during on and after the Closing Date and until the earlier of the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) to Credit Maturity Date and the termination of the Revolving Borrowers; provided Credit Commitments, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate Outstanding Amount principal amount of all Swingline Loans at any time shall not exceed the Swingline Commitment then exceeding $2,500,000 in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), or (ii) the Aggregate Revolving Borrowers Credit Exposure, after giving effect to any Swingline Loan, exceeding the Total Revolving Credit Commitment. Each Swingline Loan shall not requestbe in a principal amount that is a minimum of $500,000 and in integral multiples of $100,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. No Swingline Loan shall be used for the purpose of funding the payment of principal or interest of any other Swingline Loan. Notwithstanding anything to the contrary contained in this Section 2.22 or elsewhere in this Agreement, the Swingline Lender shall not make, be obligated to make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available at a time when a Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of Credit Lender is a Swingline Loan, each Revolving Defaulting Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from unless the Swingline Lender a has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lenders’ participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of Loans, including by cash collateralizing such Revolving Defaulting Lender’s Revolving Pro Rata Percentage of such the outstanding Swingline LoanLoans.).

Swingline Commitment. (a) Subject During the Commitment Period, subject to the terms and conditions hereof hereof, (x) the U.S. Swingline Lender, in its individual capacity, may, in its discretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.62.4, make certain revolving credit loans to the Company (each a “U.S. Swingline Loan” and, collectively, the “U.S. Swingline Lender agrees to make a portion Loans”) for the purposes hereinafter set forth and (y) the applicable Multicurrency Swingline Lender, in its individual capacity, may, in its discretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.4, make certain revolving credit otherwise available loans to a Foreign Borrower (each a “Multicurrency Swingline Loan” and, collectively, the Revolving Borrowers under “Multicurrency Swingline Loans” and, together with the Revolving Commitments from time to time during U.S. Swingline Loans, the Revolving Commitment Period by making swingline loans in Dollars (“Swingline Loans”) to for the Revolving Borrowerspurposes hereinafter set forth; provided that provided, however, (i) the aggregate Outstanding Amount principal amount of U.S. Swingline Loans outstanding at any time shall not exceed FIFTY MILLION DOLLARS ($50,000,000) (the “U.S. Swingline Committed Amount”), (ii) the aggregate principal amount of Multicurrency Swingline Loans outstanding at any time shall not exceed the Dollar Equivalent of FIFTY MILLION DOLLARS ($50,000,000) (the “Multicurrency Swingline Committed Amount”), (iii) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect Sublimit, (notwithstanding that iv) the sum of the aggregate Outstanding Amount principal amount of outstanding Revolving Loans plus outstanding Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may plus outstanding LOC Obligations plus outstanding Additional Alternative Currency Loans shall not exceed the Swingline Commitment Revolving Committed Amount then in effect), (iiv) the Revolving Borrowers shall not request, and the no Swingline Lender shall not make, be required to issue any Swingline Loan Loans if, after giving effect to the making of such Swingline LoanLoans, the Swingline Exposure with respect to such Swingline Lender would exceed such Swingline Lender’s Swingline Commitment, (vi) the sum of the principal amount as to each Swingline Lender of its outstanding Revolving Loans plus its outstanding Swingline Loans plus its outstanding LOC Obligations plus its outstanding Additional Alternative Currency Loans shall not exceed such Swingline Lender’s Revolving Commitment then in effect, (vii) all Swingline Loans shall be denominated in Dollars or a Foreign Currency, and (viii) the aggregate principal amount of outstanding Revolving Loans denominated in a Foreign Currency, plus outstanding LOC Obligations with respect to Letters of Credit denominated in a Foreign Currency plus outstanding obligations with respect to Swingline Loans denominated in a Foreign Currency plus outstanding obligations with respect to Additional Alternative Currency Loans, shall not exceed the Available Revolving Commitments of the Lenders would Foreign Currency Sublimit. Swingline Loans hereunder may be less than zero repaid and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all reborrowed in accordance with the terms and conditions provisions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.

Swingline Commitment. (a) Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the each Swingline Lender agrees to severally may, but shall have no obligation to, make a portion of the credit otherwise available to the Revolving Borrowers Parent Borrower under the Revolving Credit Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars Loans (“Swingline Loans”) in Dollars to the Revolving Borrowers; provided that Parent Borrower so long as after giving effect thereto (i) the aggregate Outstanding Amount principal amount of outstanding Swingline Loans at any time shall made by such Swingline Lender does not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the such Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect)Commitment, (ii) the Aggregate Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making Credit Outstandings of such Swingline LoanLender does not exceed its Revolving Credit Commitment, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no the Aggregate Swingline Outstandings shall not exceed the aggregate Swingline Commitments and (iv) the Aggregate Revolving Borrower Credit Outstandings of all Lenders shall use not exceed the proceeds of any Aggregate Revolving Credit Commitments; provided that a Swingline Loan may not be used to refinance any an outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Loan. During the Revolving Commitment Period, the Revolving Borrowers Parent Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. All repayments under this Agreement on account of Swingline Loans shall be ABR Loans only. Immediately upon made in Dollars in immediately available funds to the making Administrative Agent for the account of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swingline Lender a risk participation in not later than 1:00 p.m., New York City time, on the day any such Swingline Loan (each a “Swingline Participation”) in an amount equal payment is due to the product office of such Revolving Lender’s Revolving Percentage of such Swingline LoanJPMCB specified in subsection 11.2.

Swingline Commitment. (a) The Administrative Agent, Swingline Lender and Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, the Borrower may request the Swingline Lender to fund on behalf of the Lenders any Base Rate Loan requested by the Borrower, by advancing the amount requested in same day funds on the applicable Borrowing Date for account of the Borrower to the Administrative Agent (each such Loan made solely by the Swingline Lender pursuant to this Section 2.3, a “Swingline Loan”), with settlement among the Lenders as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.4(b). Each Swingline Loan shall be subject to all the terms and conditions applicable to other Base Rate Loans funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. Subject to the terms and conditions hereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6hereof, the Swingline Lender agrees to make a portion of the credit otherwise available Swingline Loans up to an aggregate outstanding amount that shall not at any time exceed $10,000,000. The Swingline Lender shall not make any Swingline Loan to the Revolving Borrowers under extent the Revolving Commitments from time to time during the Revolving Commitment Period by making swingline loans in Dollars (“requested Swingline Loans”) Loan, when added to the aggregate Revolving Borrowers; provided that Extensions of Credit then outstanding, would exceed the lesser of (i) the aggregate Outstanding Amount of Swingline Loans at any time shall not exceed amount certified by the Swingline Commitment Borrower, in the Borrowing Base Certificate then in effect (notwithstanding that most recently delivered to the aggregate Outstanding Amount of Swingline Loans at any timeAdministrative Agent, when aggregated with as constituting the Outstanding Amount amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then Borrowing Base (adjusted to give effect to any changes in effect), Reserves that thereafter became effective) and (ii) the aggregate Revolving Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower)Commitments. During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. All Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline LoanBase Rate Loans.