Common use of Swingline Loans Clause in Contracts

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, the Swingline Lender may agree, but shall have no obligation, to make Swingline Loans to the Borrower, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Lender’s Swingline Commitment, (ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile)fax) or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not later than 1:00 p.m. noon, New York time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower, to the extent the Swingline Lender elects to make such Swingline Loan by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Account(s) (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 2:00 p.m., New York time, on the requested date of such Swingline Loan.

Swingline Loans. (a) (i) Subject to the terms and conditions set forth herein, the applicable Swingline Lender agrees to make Swingline Loans denominated in US Dollars to US Borrower, denominated in C$ or Dollars to the Borrowers Canadian Borrower or denominated in British Pounds Sterling, Dollars or Euros to the UK Borrower, in each case from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and result in (ii) the aggregate principal amount of outstanding (A) US Swingline Loans exceeding $15,000,000, (B) UK Swingline Loans exceeding $5,000,000 or (C) Canadian Swingline Loans exceeding $1,000,000 or (iii) the total Credit Exposure of any Class exceeding (x) the lesser of (A) the total Revolving Commitments of such Class and (B) the Borrowing Base of the applicable Borrower, minus (y) the Commitment Reserves established with respect to the applicable Loan Parties and the Collateral owned by the applicable Loan Parties; provided that no Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers any such Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower Representative or the applicable Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Applicable Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. 11:00 a.m., Local Time (unless such Borrowing is a US Swingline Loan, in which case 12:00 p.m., Local Time), on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Applicable Agent will promptly advise the applicable Swingline Lender (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) of any such notice received from the Borrower Representative. The applicable Swingline Lender shall make each Swingline Loan available to the Borrowers applicable Borrower by means of a credit to the applicable Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(g), Section 2.18(h) or Section 2.18(i) (as applicable) by remittance to the Applicable Agent to be distributed to the applicable Revolving Lenders) by 2:00 p.m., Local Time, on the requested date of such Swingline Loan. The US Borrower and the Canadian Borrower hereby authorizes the applicable Swingline Lender to, and such Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), on each Business Day, make available to the US Borrower by means of a credit to the applicable Controlled Disbursement Account, the proceeds of a Swingline Loan to the extent necessary to pay checks to be drawn on the US Borrower’s Controlled Disbursement Account or Canadian Borrower’s Controlled Disbursement Account, as applicable, that day (as determined based on notice from the Administrative Agent).

Swingline Loans. (ai) Subject to to, and upon the terms and conditions set forth contained herein, the Swingline Lender agrees to may, in its sole discretion, make Swingline Loans in U.S. Dollars by way of U.S. Base Rate Loans to the Borrowers Borrower from time to time during from the Availability PeriodClosing Date to, in an aggregate principal amount at any time outstanding but not to exceed $5,000,000including, the Maturity Date; provided provided, that (i) after giving effect to such Swingline Loanany amount requested, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure Loan Outstandings shall not exceed the Total Revolving Credit Loan Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum aggregate principal amount of $100,000 or such lesser all outstanding Swingline Loans (after giving effect to any amount as requested) shall not exceed the Swingline Commitment. Notwithstanding any provision herein to the contrary, Swingline Lender and Borrower may agree that the Swingline Facility may be agreed by the Administrative Agent used to automatically draw and the repay Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is Loans (x) equal subject to the entire unused balance of limitations set forth herein) pursuant to cash management arrangements between Borrower and Swingline Lender (the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e“Sweep Arrangement”). Within Principal and interest on Swingline Loans deemed requested pursuant to the foregoing limits and subject Sweep Arrangement shall be paid pursuant to the terms and conditions agreed to between Borrower and Swingline Lender (without any deduction, setoff or counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 3.1(h) and any other provision hereof with respect to the timing or amount of payments on the Swingline Loans (other than the requirement that the Swingline Loans be repaid in full on the Maturity Date set forth herein) shall not be applicable to Swingline Loans made and prepaid pursuant to the Sweep Arrangement. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, on the Maturity Date, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify outstanding balance of the Swingline Lender Loans (including principal, accrued and unpaid interest and other amounts due and payable with a copy respect thereto) shall be due and be payable and the Swingline Commitment shall terminate. Swingline Loans may be made automatically through the Credit Sweep Option under Swingline Lender’s Stagecoach Sweep® Service subject to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed additional terms and conditions set forth in Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers Lender’s standard documentation for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available service as agreed to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline LoanBorrower.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make swingline loans (“Swingline Loans Loans”) to the Borrowers Borrower from time to time during on and after the Availability PeriodClosing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan and (ii) after giving effect to such any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitment. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 50,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a any Swingline Loan may be in an aggregate amount that is (x1) equal to the entire unused balance of the aggregate Swingline Commitment unused Revolving Credit Commitments or (y2) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e2.05(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Swingline Loans may borrowbe borrowed, repay prepaid and reborrow Swingline Loansreborrowed. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed delivery of a written Borrowing Request, appropriately completed and signed by facsimile)a Responsible Officer of the Borrower, not later than 1:00 12:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower on the same Business Day by means of a credit to the Funding Account account designated in the related Borrowing Request or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan).

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the including without limitation Section 2.15., each Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time Borrower, during the Availability Periodperiod from the Effective Date to but excluding the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, $62,500,000, as such amount may be reduced from time to exceed $5,000,000time in accordance with the terms hereof; provided provided, that (i) no Swingline Lender shall be obligated to make a Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate Outstanding Amount principal amount of all outstanding Revolving LoansLoans made by it in its capacity as a Lender plus the aggregate principal amount of outstanding Swingline Loans made by it in its capacity as a Swingline Lender would exceed the Commitment of such Swingline Lender in its capacity as a Lender. If at any time the aggregate principal amount of the Swingline Loans outstanding at such time exceeds the Swingline Commitment of such Swingline Lender in effect at such time, or if at any time the aggregate principal amount of the outstanding Swingline Loans and LC Exposure shall not exceed the Total outstanding Revolving Credit Commitment and (ii) Loans made by the Swingline Lender in its capacity as a Lender exceeds the Commitment of such Swingline Lender in its capacity as a Lender in effect at such time, the Borrower shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by immediately pay the Administrative Agent and for the account of such Swingline Lender; provided thatLender the amount of such excess, notwithstanding the foregoingand, a Swingline Loan may be in an aggregate amount that is (x) equal subject to the entire unused balance parenthetical in the last sentence of Section 3.2., the aggregate proceeds of such payment shall be applied to repay outstanding Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)Loans. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinof this Agreement, the Borrowers Borrower may borrow, repay and reborrow Swingline LoansLoans hereunder. To For the avoidance of doubt, subject to the terms of this Agreement, (i) the Borrower may request a Swingline Loan, the Borrowers shall notify the Loan from one Swingline Lender (with without having to make a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance from the reimbursement of an LC Disbursement other Swingline Lender, and (ii) outstanding Swingline Loans may be repaid in such order as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline LoanBorrower may elect.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, the Swingline Lender may agree, but shall have no obligation, to make Swingline Loans in dollars to the Borrower, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00025,000,000, (ii) the Dollar Amount of the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Dollar Amount of the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile)telecopy) or through any Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not later than 1:00 p.m. 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower, to the extent the Swingline Lender elects to make such Swingline Loan, by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Account(s) (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the applicable Lenders) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans denominated in (i) US Dollars to any Borrower and (ii) Canadian Dollars to the Borrowers Canadian Borrower, from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000US$10,000,000; provided provided, that (ix) the Swingline Lender shall not be required to make any Swingline Loan to refinance an outstanding Swingline Loan, as the case may be, and (y) after giving effect to such any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure Obligations shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitment. Each Swingline Loan shall be in a minimum principal amount of $100,000 not less than US$500,000 or CA$500,000, as applicable, or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided provided, that, notwithstanding the foregoingforegoing minimum amount, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment Unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Swingline Loans may borrowbe borrowed, repay prepaid and reborrow Swingline Loansreborrowed. To request a Swingline Loan, the Borrowers Borrower Representative shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request in writing (by telephone hand delivery, email or other electronic transmission (confirmed by facsimileincluding “.pdf” or “.tif”)), not later than 1:00 2:00 p.m. on the day of a proposed Swingline Loan. Each notice with respect to a Swingline Loan by the Borrower Representative pursuant to this Section 2.04 shall be delivered to the Administrative Agent in the form of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Each such notice Swingline Loan Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the currency and amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers applicable Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan).

Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees, severally and not jointly, at any time and from time to time on and after the Effective Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) on the basis of quoted interest rates (each, a “Quoted Swingline Rate”) furnished by such Swingline Lender agrees from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans (“ABR Swingline Loans”) to any Swingline Borrower bearing interest at a rate equal to the Borrowers from time to time during the Availability Period, Alternate Base Rate in an aggregate principal amount at any time outstanding (in the case of this clause (ii)) not to exceed $5,000,000such Swingline Lender’s Swingline Commitment; provided provided, that (i) after giving effect to such each Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Total Facility Exposure shall not exceed the Total Revolving Credit Commitment and (ii) then in effect. The aggregate outstanding principal amount of the Quoted Swingline Loans of any Swingline Lender, when added to the aggregate outstanding principal amount of the ABR Swingline Loans of such Swingline Lender, may exceed such Swingline Lender’s Swingline Commitment; provided, that in no event shall the aggregate outstanding principal amount of the Swingline Lender shall not be required to make a Loans exceed the aggregate Swingline Loan to refinance an outstanding Swingline LoanCommitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $100,000 5,000,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount that is (x) equal to the entire unused remaining balance of the aggregate available Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(eCommitments). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make the portion of each Swingline Loan to be made by it available to the Borrowers any Swingline Borrower by means of a credit to the Funding Account general deposit account of such Swingline Borrower with the Administrative Agent or, with notice to the Administrative Agent, a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans on or otherwise after the Effective Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall terminate in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankherewith) on the requested date of such Swingline Loanterms and subject to the conditions and limitations set forth herein.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00050,000,000 or (ii) the sum of the total Revolving Exposures exceeding the lesser of the total Revolving Commitments and Availability; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile), not later than 1:00 2:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.23(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.17(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 4:00 p.m. on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00040,000,000, or (ii) the total ABL Revolving Exposures exceeding the ABL Line Cap; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount an integral multiple of $100,000 and not less than $500,000 or such lesser amount as may be agreed by the Administrative Agent Agent. The Borrowers may request, and the Swingline Lender; provided that, notwithstanding the foregoingLender may make, a Swingline Loan may be in an aggregate amount notwithstanding that is (x) equal the Borrowers have not borrowed up to the entire unused balance full amount of the aggregate FILO Line Cap at the time of such request. Any Swingline Commitment or (y) required to finance Loan advanced by the reimbursement Swingline Lender is made in reliance on the agreements of an LC Disbursement as contemplated by Section 2.05(e)the other Lenders set forth in this Agreement. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower Agent shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrowers. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Agent (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject Each Multicurrency Revolving Credit Lender acknowledges and agrees that its obligation to the terms and conditions set forth herein, the Swingline Lender agrees to make acquire participations in N.Z. Swingline Loans pursuant to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans this paragraph is absolute and LC Exposure shall not exceed the Total Revolving Credit Commitment unconditional and (ii) the Swingline Lender shall not be required affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Multicurrency Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to make a Loans made by such Revolving Credit Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders) and the Administrative Agent shall promptly pay to the N.Z. Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the New Zealand Borrower of any participations in any N.Z. Swingline Loan of such Borrower acquired pursuant to refinance an outstanding Swingline Loan. Each this paragraph and thereafter payments in respect of such Swingline Loan shall be made in dollars and to the Administrative Agent and not to a minimum principal N.Z. Swingline Lender. Any amount received by a Swingline Lender from the applicable Borrower (or other party on behalf of $100,000 or such lesser Borrower) in respect of a Swingline Loan of such Swingline Lender after receipt by such N.Z. Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amount as may be agreed received by the Administrative Agent and shall be promptly remitted by the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal Administrative Agent to the entire unused balance of the aggregate Swingline Commitment or (y) required Revolving Credit Lenders that shall have made their payments pursuant to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits this paragraph and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on N.Z. Swingline Lender, as their interests may appear. The purchase of participations in a N.Z. Swingline Loan pursuant to this paragraph shall not relieve the requested date applicable Borrower (or other party liable for obligations of such Swingline LoanBorrower) of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender agrees agrees, severally, to make Swingline Loans in U.S. Dollars to the Borrowers Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such the Swingline LoanExposure exceeding the Swingline Commitment, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Revolving Facility Exposure of any Swingline Lender exceeding such Swingline Lender’s respective Revolving Facility Commitment or (iii) the Revolving Facility Exposure plus the face amount of letters of credit issued under Section 6.01(s) exceeding the total Revolving Facility Commitments; provided, that the Swingline Lenders shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanBorrowing and, to the extent that any HPS Lender is a Swingline Lender, such Swingline Lender shall not be required to fund any Swingline Loans until receipt of corresponding loans under the Natixis Swingline Agreement. Each Swingline Loan Borrowing shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance an integral multiple of the aggregate Swingline Commitment or (y) required to finance Borrowing Multiple, and not less than the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)Borrowing Minimum. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request the extent that HPS and the HPS Lenders agree to act as Swingline Lenders, it is understood and agreed they may satisfy their obligations hereunder with respect to the making of Swingline Loans by causing a Swingline Loan, the Borrowers shall notify the Third Party Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent (A) telephone, or (B) a Loan Notice; provided that any telephonic notice by the Borrower must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (a) Subject the amount to be borrowed, which shall be a minimum of $100,000, and (b) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. on the date of the proposed Swingline Borrowing (i) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article 2, or (ii) that one or more of the applicable conditions specified in Article 5 is not then satisfied, then, subject to the terms and conditions set forth hereinhereof, the Swingline Lender agrees to will, not later than 3:00 p.m. on the borrowing date specified in such Loan Notice, make the amount of its Swingline Loans Loan available to the Borrowers from time Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds. Notwithstanding anything to time during the Availability Periodcontrary contained in this Section 2.04 or elsewhere in this Agreement, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required obligated to make a any Swingline Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements reasonably satisfactory to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by it and the Administrative Agent and Borrower to eliminate the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is ’s Fronting Exposure (xafter giving effect to Section 2.17(a)(vii)) equal with respect to the entire unused balance Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by providing Cash Collateral or other Adequate Assurance to support such Defaulting Lender’s or Defaulting Lenders’ Aggregate Commitment Percentage of the aggregate outstanding Swingline Commitment Loans or (y) required other applicable share provided for under this Agreement. The Borrower shall repay to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender each Defaulting Lender’s portion (with a copy after giving effect to the Administrative AgentSection 2.17(a)(vii)) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to promptly following demand by the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline LoanLender.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make swingline loans (“Swingline Loans Loans”) to the Borrowers Borrower from time to time during on and after the Availability PeriodClosing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to exceed $5,000,00015,000,000; provided that (i) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan and (ii) after giving effect to such any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitment. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a any Swingline Loan may be in an aggregate amount that is (x1) equal to the entire unused balance of the aggregate Swingline Commitment unused Revolving Credit Commitments or (y2) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e2.05(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Swingline Loans may borrowbe borrowed, repay prepaid and reborrow Swingline Loansreborrowed. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed delivery of a written Borrowing Request, appropriately completed and signed by facsimile)a Responsible Officer of the Borrower, not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower on the same Business Day by means of a credit to the Funding Account account designated in the related Borrowing Request or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan).

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may, in its sole discretion in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.04, make Swingline Loans to the Borrowers Borrower from time to time during the Revolving Availability Period, Period (provided that such Swingline Lender shall not be required to make Swingline Loans after the Latest Maturity Date applicable to the Class of Revolving Commitments held by such Swingline Lender) in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000 (the “Swingline Sublimit”), or (ii) failure of any of the Credit Extension Conditions to exceed $5,000,000be satisfied; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (iix) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required the Swingline Lender shall not have any obligation, under this Agreement or otherwise, to finance make any Swingline Loan requested by the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)Borrower hereunder and may, in its sole discretion, decline to make a requested Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request Immediately upon the making of a Swingline Loan, the Borrowers Swingline Lender shall notify be deemed to grant, and each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender (with a copy risk participation in such Swingline Loan in an amount equal to the Administrative Agent) product of such request by telephone Revolving Lender’s Applicable Revolving Percentage (confirmed by facsimile), not later than 1:00 p.m. on the day determined without regard to any separate Class or Classes of a proposed Swingline Loan. Each Revolving Commitments of such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), Lender) times the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to any Borrower (or the Borrowers Top Borrower on behalf of any Borrower) from time to time during on and after the Availability PeriodClosing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to exceed $5,000,00020,000,000; provided that (ix) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan and (y) after giving effect to such any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure Obligations shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitment. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a any Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Swingline Loans may borrowbe borrowed, repay prepaid and reborrow Swingline Loansreborrowed. To request a Swingline Loan, the Borrowers relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimiledelivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower), not later than 1:00 2:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) by means of a credit to the Funding Account account designated in the related Borrowing Request or otherwise in accordance with the instructions of the relevant Borrower Representative (or the Top Borrower on behalf of the relevant Borrower) (including, in the case of a Swingline Loan made to finance the reimbursement of an any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan).

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to Agent is authorized by the Borrowers Borrower and the Lenders, from time to time during in the Availability PeriodAgent’s sole discretion (but shall have absolutely no obligation to), to make Swingline Loans, on behalf of all Lenders, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal amount of all Revolving Loans, outstanding Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and exceeding $15,000,000 or (ii) the Swingline Lender Aggregate Revolving Credit Exposure exceeding the lesser of the (x) Aggregate Revolving Commitment and (y) the Borrowing Base; provided that the Agent shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. 11:00 a.m., Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender Agent shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingor, in the case of a Swingline Loan made to finance the reimbursement of an a Facility LC Disbursement as provided in Section 2.05(e2.1.2(e), by remittance to the applicable Issuing BankLC Issuer, and in the case of repayment of another Loan or fees or expenses as provided herein, by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan. All Swingline loans shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.13 and shall be payable on the earlier of demand or the Facility Termination Date. The Agent may require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. In such event, the Agent shall give the Lenders notice, specifying the aggregate amount of Swingline Loans in which Lenders will participate, as well as each Lender's Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent such Lender's Pro Rata Share of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by transfer of immediately available funds, in the same manner as provided in Section 2.1.1(d) (and Section 2.1.1(d) shall apply, mutatis mutandis, to the payment obligations of the Lenders). Any amounts received by the Agent from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Agent of the proceeds of a sale of participations therein shall be promptly remitted by the Agent to the Lenders that shall have made their payments pursuant to this paragraph or retained by the Agent, as their interests may appear; provided that any such payment so remitted shall be repaid to the Agent if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender agrees to make swingline loans (individually, a “Swingline Loans Loan” and collectively, the “Swingline Loans”) to the Borrowers Borrower from time to time during the Availability PeriodRevolving Credit Commitment Period in accordance with the procedures set forth in this Section 2.04, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal amount of all Swingline Loans shall not exceed $10.0 million at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the aggregate amount of the Available Revolving Credit Commitments of all Revolving Loans, Swingline Loans and LC Lenders immediately prior to such borrowing or result in the Aggregate Revolving Credit Exposure shall not exceed then outstanding exceeding the Total Revolving Credit Commitment Commitments then in effect, and (iiiii) in no event may Swingline Loans be borrowed hereunder if (x) a Default or Event of Default or Event of Termination shall have occurred and be continuing and (y) such Default or Event of Default or Event of Termination shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.04 may be repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The Borrower shall give the Administrative Agent notice of any Swingline Loan requested hereunder (which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the Swingline Lender of the aggregate amount of such borrowing. Not later than 3:00 p.m., New York City time, on the Borrowing Date specified in such notice the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to Administrative Agent for the Funding Account or otherwise in accordance with the instructions account of the Borrower Representative at the office of the Administrative Agent set forth in Section 9.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank) on and in like funds as received by the requested date Administrative Agent. Each borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Revolving Availability Period, each Swingline Lender severally agrees to make Swingline Loans, denominated in dollars, to the Borrower in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $5,000,00010,000,000, (ii) the aggregate principal amount of the outstanding Swingline Loans made by such Swingline Lender exceeding the Revolving Commitment of such Swingline Lender (in its capacity as a Revolving Lender), (iii) such Swingline Lender’s Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment or (iv) the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (iiA) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Loan and (B) each Swingline Loan shall be in made as part of a minimum principal amount Borrowing consisting of $100,000 or such lesser amount as may be agreed Swingline Loans made by the Administrative Agent and Swingline Lenders ratably in accordance with the respective Revolving Commitments of the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be Lenders (in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement their capacities as contemplated by Section 2.05(eRevolving Lenders). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the The failure of any Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case its ratable portion of a Swingline Loan made shall not relieve any other Swingline Lender of its obligations hereunder to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date make its ratable portion of such Swingline Loan, but no Swingline Lender shall be responsible for the failure of any other Swingline Lender to make the ratable portion of a Swingline Loan to be made by such other Swingline Lender on the date of any Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, in order to reduce the Swingline Lender agrees frequency of transfers of funds from Lenders to Agent for making Revolving Credit Loans, Agent shall be permitted (but not required) to make Revolving Credit Loans to Borrowers upon request by Borrowers (such Revolving Credit Loans to be designated as “Swingline Loans”) provided that the aggregate amount of Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount outstanding at any time outstanding will not to (i) exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) when added to the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 Agent’s other Revolving Credit Loans then outstanding plus Agent’s Revolving Loan Percentage of the LC Amount, exceed Agent’s Revolving Credit Commitment; or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (xiii) equal when added to the entire unused balance principal amount of all other Revolving Credit Loans then outstanding plus the aggregate Swingline Commitment or (y) required to finance LC Amount, exceed the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrowers each Borrower may borrow, repay and reborrow Swingline Loans. To request All Swingline Loans shall be treated as Revolving Credit Loans for purposes of this Agreement, except that (a) all Swingline Loans shall be Base Rate Portions and (b) notwithstanding anything herein to the contrary (other than as set forth in the next succeeding sentence), all principal and interest paid with respect to Swingline Loans shall be for the sole account of Agent in its capacity as the lender of Swingline Loans. Notwithstanding the foregoing, not more than 2 Business Days after (1) Lenders receive notice from Agent that a Swingline LoanLoan has been advanced in respect of a drawing under a Letter of Credit or LC Guaranty or (2) in any other circumstance, demand is made by Agent during the Borrowers continuance of an Event of Default, each Lender shall notify the irrevocably and unconditionally purchase and receive from Agent, without recourse or warranty from Agent, an undivided interest and participation in each Swingline Lender (with a copy Loan to the Administrative Agent) extent of such request Lender’s Revolving Loan Percentage thereof, by telephone (confirmed by facsimile)paying to Agent, not later than 1:00 p.m. on the in same day funds, an amount equal to such Lender’s Revolving Loan Percentage of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Loans will be settled between the Agent and the Lenders in the manner set forth in subsection 3.1.3. Borrowers, Agent and the Lenders hereby agree that any and all “Swingline Loans” under and as defined in the Original Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions Agreement that are outstanding as of the Borrower Representative (including, in the case of a Closing Date shall be deemed to be Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline LoanLoans advanced under this Agreement.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make (x) U.S. Swingline Loans in Dollars to either Borrower from time to time during the Borrowers Availability Period and (y) Alternative Currency Swingline Loans in Dollars to either Borrower from time to time during the Availability Period; provided that no such Swingline Loan shall be permitted if, in an after giving effect thereto, (i) the aggregate principal amount at any time of outstanding not Swingline Loans would exceed the Swingline Loan Sublimit, (ii) the aggregate U.S. Revolving Credit Exposures would exceed the total U.S. Revolving Commitments, (iii) the aggregate Alternative Currency Revolving Credit Exposures would exceed the total Alternative Currency Revolving Commitments, (iv) the aggregate Revolving Credit Exposures would exceed the Borrowing Base, (v) in the case of a Swingline Loan to exceed $5,000,000; provided that (i) the Company, after giving effect to such Swingline Loanthereto, Excess Availability would be less than the greater of (x) $60,000,000 and (y) 40% of the Line Cap unless, in the case of this clause (v), the aggregate Credit Exposure in respect of Loans and Letters of Credit issued for the account of the Bermuda Borrower at such time is not less than $15,000,000 or (vi) in the case of a Swingline Loan to the Bermuda Borrower, the Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not to the Bermuda Borrower would exceed the Total Revolving Credit Commitment and (ii) Bermuda Borrowing Cap; provided further that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Swingline Loans. To request Immediately upon the making of a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingU.S. Revolving Lender, in the case of U.S. Swingline Loans, and each Alternative Currency Revolving Lender, in the case of Alternative Currency Swingline Loans, shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan made to finance the reimbursement of in an LC Disbursement as provided in Section 2.05(e), by remittance amount equal to the applicable Issuing Bank) on product of such Revolving Lender’s Applicable Percentage times the requested date amount of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00015,000,000, (ii) the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base at such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount an integral multiple of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)not less than $500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and the Borrower location and number of the Borrower’s account or Borrowers for other designated account(s) to which funds are to be disbursed. The Administrative Agent will promptly advise the Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans loans to the Borrowers (each such loan, a “Swingline Loan”), at any time and from time to time during on or after the Availability PeriodThird Restatement Effective Date and prior to the Swingline Expiry Date, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such the sum of the total Swingline LoanExposures exceeding $75,000,000, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments, (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (iv) in the case of the Lender acting as the Swingline Lender shall not be required to make a (whether directly or through an Affiliate), the sum of such Lender’s Revolving Credit Exposure plus (without duplication) the outstanding principal amount of Swingline Loan to refinance an outstanding Loans made by the Swingline LoanLender exceeding such Lender’s Commitment. Each Swingline Loan shall be in made as part of a minimum principal amount Borrowing consisting of $100,000 or such lesser amount as may be agreed Swingline Loans made by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Swingline Loans. To request a Each Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice Loan shall be irrevocable denominated in dollars and shall specify the requested date (which shall be a Business Day), the in an amount that is an integral multiple of the requested Swingline Loan $500,000 and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of not less than $500,000; provided that a Swingline Loan may be made in an aggregate amount that is required to finance the reimbursement of an LC Disbursement as provided in contemplated by Section 2.05(e2.5(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower, in Dollars, at any time and from time to time during on and after the Availability PeriodClosing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Swingline Loan Commitment in an aggregate principal amount at any time outstanding not to exceed $5,000,000accordance with the terms hereof; provided that (i) no Swingline Loan may be advanced unless, after giving effect to such any Borrowing of Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, (i) the Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and Swingline Sublimit, (ii) the Swingline Lender aggregate Revolving Credit Exposure shall not be required exceed the aggregate Revolving Credit Commitments and (iii) the aggregate amount of the Additional Revolving Credit Exposure attributable to make any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class. For the avoidance of doubt, except for the purpose of calculating the Commitment Fee Rate, any advance of Swingline Loans shall reduce the availability under the Revolving Credit Commitment on a Swingline Loan to refinance an outstanding Swingline Loandollar-for-dollar basis. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, that a Swingline Loan may be made in an a lesser aggregate amount that is (x) equal to the entire aggregate unused balance of the aggregate Swingline Commitment Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, Swingline Loans may be borrowed, paid, repaid and reborrowed. Each Swingline Loan shall be subject to all the Borrowers may borrow, repay terms and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers conditions applicable to other Revolving Loans except that all payments thereon (including interest) shall notify be payable to the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers solely for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loanits own account.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,0002,000,000 or (ii) the sum of the Aggregate Revolving Exposures exceeding the lesser of the aggregate Revolving Commitments and Availability; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Parent shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed a Loan Notice by facsimile), not later than 1:00 p.m. noon, New York time, on the day of a proposed Swingline LoanLoan and the Borrower to which such Swingline Loan is to be made. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Parent. The Swingline Lender shall make each Swingline Loan available to the Borrowers applicable Borrower by means of a credit to the such Borrower’s Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.13(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan. All Swingline Loans shall be Base Rate Loans.

Swingline Loans. (a) Subject The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing or, prior to the Canadian Proceeding Date, a Canadian Prime Rate Borrowing, the Swingline Lender may elect in its discretion to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders and in the amount requested, same day funds to the applicable Borrowers, on the date of the applicable Borrowing to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans and Canadian Prime Rate Loans funded by the Revolving Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender may, subject to the terms and conditions set forth hereinherein (but without any further written notice required), not later than 2:00 p.m., New York City time, on each Business Day, make available to the U.S. Borrowers and, prior to the Canadian Proceeding Date, the Canadian Borrowers by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender agrees to make Swingline Loans available to the Borrowers from time a Swingline Loan in the amount necessary to time during pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Availability PeriodBorrowers shall be deemed to have requested an ABR Borrowing or a Canadian Prime Rate Borrowing, as applicable, pursuant to Section 2.03 in the amount of such deficiency to be made on such Business Day. The Swingline Lender shall not make any Swingline Loan if after giving effect to such Swingline Loan, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that will result in (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal Dollar Equivalent of all Revolving Loans, outstanding Swingline Loans and LC Exposure shall not exceed exceeding the Total Revolving Credit Commitment and Swingline Sublimit, (ii) the Swingline Lender shall not be required to make a Lender’s Revolving Exposure exceeding its Revolving Commitment, (iii) the Aggregate Revolving Exposure exceeding the lesser of the Aggregate Revolving Commitment and the Revolving Borrowing Base or (iv) the Canadian Revolving Exposure exceeding the Canadian Sublimit. All Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan Loans shall be in a minimum principal amount of $100,000 ABR Borrowings or such lesser amount as may be agreed by the Administrative Agent and the Swingline LenderCanadian Prime Rate Borrowings; provided that, notwithstanding the foregoing, a Swingline Loan Loans consisting of Canadian Prime Rate Borrowings may only be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loana Canadian Borrower.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender agrees to make swingline loans (individually, a “Swingline Loans Loan” and collectively, the “Swingline Loans”) to the Borrowers Borrower from time to time during the Availability Period, Revolving Credit Commitment Period in an aggregate principal amount at any time outstanding not to exceed $5,000,000accordance with the procedures set forth in this Section 2.04; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal amount of all Swingline Loans shall not exceed $5,000,000 (the “Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the aggregate amount of the Available Revolving Credit Commitments of all Revolving Loans, Swingline Loans and LC Lenders immediately prior to such borrowing or result in the Aggregate Revolving Credit Exposure shall not exceed then outstanding exceeding the Total Revolving Credit Commitment Commitments then in effect, and (iiiii) in no event may Swingline Loans be borrowed hereunder if (x) a Default or Event of Default shall have occurred and be continuing and (y) such Default or Event of Default shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.04 may be repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. Borrower shall give the Administrative Agent notice of any Swingline Loan requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the Swingline Lender of the aggregate amount of such borrowing. Not later than 2:00 p.m., New York City time, on the Borrowing Date specified in such notice the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means Administrative Agent for the account of a credit Borrower at the office of the Administrative Agent set forth in Section 9.01 in funds immediately available to the Funding Account or otherwise in accordance Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to Borrower by the Administrative Agent crediting the account of Borrower on the books of such office with the instructions of amount made available to the Borrower Representative Administrative Agent by the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank) on and in like funds as received by the requested date Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of such Swingline Loan$250,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender agrees to Lender, in its sole discretion, may make loans (each a "Swingline Loans Loan" and collectively, the "Swingline Loans") to the Borrowers Borrower from time to time during the Availability Commitment Period, in an aggregate principal amount provided, however, that at any no time outstanding not to exceed $5,000,000; provided that (i) shall the Swingline Lender make a Swingline Loan if, immediately after giving effect to such Swingline Loan, (i) the aggregate Outstanding Amount outstanding principal amount of all Revolving Swingline Loans would exceed the Swingline Amount, or (ii) the sum of (A) the aggregate outstanding principal amount of all Swingline Loans, Swingline Loans (B) the aggregate outstanding principal amount of all Loans, and (C) the aggregate LC Exposure shall not would exceed the Total Revolving Credit Commitment Amount. The Swingline Loans of the Swingline Lender shall be evidenced by a promissory note of the Borrower, substantially in the form of Exhibit F-2, with appropriate insertions therein as to date and principal amount (as endorsed or modified from time to time, the "Swingline Note"), payable to the order of the Swingline Lender for the account of its Applicable Lending Office and representing the obligation of the Borrower to pay the Swingline Loans, plus interest and other amounts owing to the Swingline Lender under the Loan Documents. The Swingline Note shall bear interest from the date thereof on the unpaid principal balance of the Swingline Loans outstanding from time to time at the applicable interest rate or rates per annum determined as provided in Section 2.7(c) and shall be stated to mature on the Maturity Date. The Swingline Lender shall record the following information on its books and records and provide to the Administrative Agent: (i) the date and amount of each Swingline Loan; (ii) the Swingline Interest Period interest rate applicable to each Swingline Loan, and (iii) each payment and prepayment of the principal thereof; provided that the failure of the Swingline Lender to make any such recordation shall not be required affect the obligations of the Borrower to make a Swingline payment when due of any amount owing under the Loan to refinance an outstanding Swingline LoanDocuments. Each Swingline Loan shall be in a minimum an aggregate principal amount of equal to $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided thatplus a whole multiple of $100,000 in excess thereof or, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth hereinif less, the Borrowers may borrow, repay and reborrow unused Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline LoanAmount.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinThe Administrative Agent, the Swingline Lender agrees and the Revolving Lenders agree that in order to make facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders and in the amount requested, same day funds to the Borrowers on the applicable Borrowing date to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to the Borrowers from time to time during the Availability Period, take place on a periodic basis as set forth in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanSection 2.05(c). Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed subject to all the terms and conditions applicable to other ABR Loans funded by the Administrative Agent Revolving Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, during any Dominion Trigger Period, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender; provided thatLender shall, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender herein (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimilebut without any further written notice required), not later than 1:00 p.m. p.m., Atlanta time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a each Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with Account(s), the instructions of the Borrower Representative (including, in the case proceeds of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) extent necessary to pay items to be drawn on any Operating Account that day (as determined based on notice from the Administrative Agent). The aggregate amount of Swingline Loans outstanding at any time shall not exceed $30,000,000. The Swingline Lender shall not make any Swingline Loan if the requested date of Swingline Loan exceeds Availability (before giving effect to such Swingline Loan) or if the Required Lenders have notified the Swingline Lender in writing that the conditions to a Borrowing in Section 4.02 are not satisfied. All Swingline Loans shall be ABR Borrowings.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender agrees to Lender, in its sole discretion, may make loans (each a “Swingline Loans Loan” and collectively, the “Swingline Loans”) to the Borrowers Borrower from time to time during the Availability Commitment Period, in an aggregate principal amount provided, however, that at any no time outstanding not to exceed $5,000,000; provided that (i) shall the Swingline Lender make a Swingline Loan if, immediately after giving effect to such Swingline Loan, (i) the aggregate Outstanding Amount outstanding principal amount of all Revolving Swingline Loans would exceed the Swingline Amount, or (ii) the sum of (A) the aggregate outstanding principal amount of all Swingline Loans, Swingline Loans (B) the aggregate outstanding principal amount of all Loans, and (C) the aggregate LC Exposure shall not would exceed the Total Revolving Credit Commitment Amount. The Swingline Loans of the Swingline Lender shall be evidenced by a promissory note of the Borrower, substantially in the form of Exhibit F-2, with appropriate insertions therein as to date and principal amount (as endorsed or modified from time to time, the “Swingline Note”), payable to the order of the Swingline Lender for the account of its Applicable Lending Office and representing the obligation of the Borrower to pay the Swingline Loans, plus interest and other amounts owing to the Swingline Lender under the Loan Documents. The Swingline Note shall bear interest from the date thereof on the unpaid principal balance of the Swingline Loans outstanding from time to time at the applicable interest rate or rates per annum determined as provided in Section 2.7(c) and shall be stated to mature on the Maturity Date. The Swingline Lender shall record the following information on its books and records and provide to the Administrative Agent: (i) the date and amount of each Swingline Loan; (ii) the Swingline Interest Period interest rate applicable to each Swingline Loan, and (iii) each payment and prepayment of the principal thereof; provided that the failure of the Swingline Lender to make any such recordation shall not be required affect the obligations of the Borrower to make a Swingline payment when due of any amount owing under the Loan to refinance an outstanding Swingline LoanDocuments. Each Swingline Loan shall be in a minimum an aggregate principal amount of equal to $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided thatplus a whole multiple of $100,000 in excess thereof or, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth hereinif less, the Borrowers may borrow, repay and reborrow unused Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline LoanAmount.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the including without limitation Section 2.14., each Swingline Lender severally and not jointly agrees to make Swingline Loans to the Borrowers from time to time Borrower, during the Availability Periodperiod from the Effective Date to but excluding the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, the least (such least amount being referred to exceed $5,000,000; provided that as the “Swingline Availability” of a given Swingline Lender) of (i) after giving $100,000,000, as such amount may be reduced from time to time in accordance with the terms hereof, (ii) the difference of (A) the Commitment of such Swingline Lender in its capacity as a Lender minus (B) the aggregate outstanding principal amount of Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Lender, and (iii) upon and following satisfaction of the Initial Mortgage Collateral Requirement, the difference of (A) such Swingline Lender’s Commitment Percentage of the then Net Collateral Property Availability (in its capacity as a Lender) minus (B) the aggregate outstanding principal amount of the Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Lender. If at any time the aggregate principal amount of the Swingline Loans made by a Swingline Lender outstanding at such time exceeds the Swingline Availability of such Swingline Lender in effect at such time, the Borrower shall immediately pay the Administrative Agent for the account of such Swingline Lender the amount of such excess. The borrowing of a Swingline Loan shall constitute usage of the Commitments, in an amount equal to (i) for each Lender other than the Swingline Lender making such Swingline Loan, each such Lender’s Commitment Percentage, multiplied by the outstanding amount of such Swingline Loan and (ii) for the applicable Swingline Lender making such Swingline Loan, the aggregate Outstanding Amount outstanding amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding such Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject Subject to the terms and conditions set forth hereinof this Agreement, the Borrowers Borrower may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline LoanLoans hereunder.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make loans (each a “Swingline Loans Loan”) in U.S. Dollars to each Borrower, in each case for the Borrowers account of a Related Fund of such Borrower, from time to time during the Availability Period, period from the Effective Date through the tenth Business Day immediately preceding the Applicable Commitment Termination Date in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; result in the Swingline Loans exceeding the Swingline Commitment, provided that immediately after giving effect thereto, (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all outstanding Revolving Loans, Swingline Loans and LC the Swingline Exposure shall of the Swingline Lender will not exceed the Total Revolving Credit Commitment and its Commitment, (ii) the Swingline Lender shall Total Loan Balance will not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of exceed the aggregate Swingline Commitment or Commitments and (yiii) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)such Related Fund will not have exceeded its Maximum Permitted Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers each Borrower may borrow, repay prepay and reborrow Swingline Loans. To request Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan if (i) prior thereto or simultaneously therewith no Borrower shall have borrowed Revolving Loans, (ii) any Lender shall be in default of its obligations under this Credit Agreement or (iii) any Lender shall have notified the Swingline Lender and the Borrowers in writing at least one Business Day prior to the borrowing date with respect to such Swingline Loan, that the conditions set forth in Section 5.2 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan, and the Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Swingline Loans will be made available to the Borrowers on a first come, first served basis, provided that if the amount of Swingline Loans which one or more Borrowers would otherwise request on behalf of their respective Related Funds on the same Business Day would exceed the then available Swingline Commitment, (i) such Borrower or Borrowers will apportion the available Swingline Commitment among such Funds and such Borrower or Borrowers shall notify the Administrative Agent and the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone apportionment and (confirmed by facsimile), ii) the Swingline Lender shall not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each be obligated to make any such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the or Swingline Loans until such Borrower or Borrowers for such have notified the Administrative Agent and the Swingline Lender of the apportionment as set forth in clause (i) of this sentence. Each Swingline Loan. The Swingline Lender , together with all interest thereon, shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) be due and payable on the requested date of such Swingline LoanMaturity Date therefor.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinThe Administrative Agent, the Swingline Lender agrees and the Lenders agree that in order to make facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests a CBFR Borrowing, the Swingline Lender may, but shall have no obligation to, elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and in the amount requested, same day funds to the Borrowers, on the date of the applicable Borrowing to the Funding Account (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to the Borrowers from time to time during the Availability Period, take place on a periodic basis as set forth in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanSection 2.05(d). Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed subject to all the terms and conditions applicable to other CBFR Loans funded by the Administrative Agent Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender; provided thatLender may, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender herein (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimilebut without any further written notice required), not later than 1:00 p.m. 12:00 p.m., Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a each Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with Account, the instructions of the Borrower Representative (including, in the case proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrowers shall be deemed to have requested a CBFR Borrowing pursuant to Section 2.03 in the amount of such deficiency to be made on such Business Day. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender shall, subject to finance the reimbursement of an LC Disbursement as provided in Section 2.05(eterms and conditions set forth herein (but without any further written notice required), by remittance to the extent that from time to time on any Business Day funds are required under the DDA Access Product to reach the Target Balance (a “Deficiency Funding Date”), make available to the applicable Issuing Bank) Borrower the proceeds of a Swingline Loan in the amount of such deficiency, by means of a credit to the Funding Account on or before the start of business on the next succeeding Business Day, and such Swingline Loan shall be deemed made on such Deficiency Funding Date. The aggregate amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment. The Swingline Lender shall not make any Swingline Loan if the requested date of Swingline Loan exceeds Availability (after giving effect to such Swingline Loan). All Swingline Loans shall be CBFR Borrowings.

Swingline Loans. (a) Subject to The Swingline Lender agrees, on the terms and subject to the conditions set forth herein, to make a portion of the Revolving A Commitment available to the Parent Borrower from time to time prior to the Swingline Lender agrees to make Termination Date by making Swingline Loans to the Borrowers from time to time during Parent Borrower in Dollars, Sterling or Euros (each such loan, a “Swingline Loan” and collectively, the Availability Period“Swingline Loans”), in each case in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount Dollar Equivalent of all Revolving Loans, the Swingline Loans and LC Exposure shall not exceed outstanding at any one time exceeding the Total Revolving Credit Commitment and Swingline Commitment, (ii) with regard to each Revolving A Lender individually (other than the Swingline Lender in its capacity as such), the Dollar Equivalent of such Lender’s Revolving A Credit Exposure exceeding such Lender’s Revolving A Commitment, or (iii) with regard to the Revolving A Lenders collectively, the Aggregate Revolving A Credit Exposure exceeding the Aggregate Revolving A Commitment, provided that the Swingline Lender shall not be required obligated at any time to make a any Swingline Loan if any Revolving A Lender is at that time a Defaulting Lender and after giving effect to refinance an outstanding any reallocation of the Participation Interest of such Defaulting Lender pursuant to Section 4.11.1(d), the Swingline Loan. Each Lender has any actual or potential Fronting Exposure with respect to such Defaulting Lender arising from the Swingline Loan shall proposed to be made, unless the Swingline Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the Swingline Lender (in a minimum principal amount of $100,000 its sole discretion) with the Parent Borrower or such lesser amount as Defaulting Lender to eliminate such Fronting Exposure. Swingline Loans may be agreed by repaid and reborrowed in accordance with the Administrative Agent and provisions hereof prior to the Swingline Lender; provided that, notwithstanding the foregoing, a Termination Date. The proceeds of any Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingused, in the case of a Swingline Loan made whole or in part, to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such refund any prior Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars, Euro or Sterling to the Borrowers Revolver Borrower from time to time during the Availability Period, Period in an aggregate principal amount at any time outstanding not to exceed the Dollar Equivalent of $5,000,00010,000,000 (based on the Dollar Equivalent of any Swingline Loans denominated in an Alternative Currency); provided that (ix) the Swingline Lender shall not be required to make any Swingline Loan to refinance an outstanding Swingline Loan and (y) after giving effect to such any Swingline Loan, the Dollar Equivalent of the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitment. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 (or, in the case of any Swingline Loan denominated in an Alternative Currency, the Alternative Currency Equivalent amount thereof) or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoingforegoing minimum amount (but subject to the cap on Swingline Loans described above), a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment Unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Swingline Loans may borrowbe borrowed, repay prepaid and reborrow Swingline Loansreborrowed. To request a Swingline Loan, the Borrowers Revolver Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request in writing or by telephone (promptly confirmed by facsimilein writing), not later than 1:00 2:00 p.m. on the day of a proposed Swingline LoanLoan (or in the case of a Swingline Loan denominated in an Alternative Currency, not later than 11:00 a.m., Applicable Time, at least two Business Days prior to the date of such Borrowing). Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers Revolver Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Revolver Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan).

Swingline Loans. (a) Subject In addition to the other options available to Borrower hereunder, the Swingline Commitment shall be available for Swingline Loans subject to the following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.10 hereof. All Swingline Loans shall bear interest at the Adjusted Prime Rate and shall be deemed to be Adjusted Prime Rate Advances. In no event shall the Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans by Swingline Lender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of its Commitment. Upon request of the Swingline Lender made to all the Lenders, each Lender irrevocably agrees to purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions set forth hereinfor disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided that such Event of Default did not exist at the time the Swingline Loan was made and provided further that no Lender shall be required to have total outstanding Loans (other than Competitive Bid Loans) plus its Percentage of Facility Letters of Credit to be in an amount greater than its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender’s Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the Swingline Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline Loan. From and after the date of each Lender’s purchase of its participating interest in a Swingline Loan, if the Swingline Lender receives any payment on account thereof, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect will distribute to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and Lender its participating interest in such amount (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingappropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan made to finance the reimbursement shall be outstanding for more than five (5) days at a time and Swingline Loans shall not be outstanding for more than a total of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankten (10) on the requested date of such Swingline Loandays during any month.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000, (ii) the total Revolving Exposure exceeding the lesser of the total Revolving Commitments and Availability or (iii) the aggregate principal amount of outstanding Swingline Loans (to exceed $5,000,000the extent that the other Lenders shall not have funded their participations) and Revolving Exposure of the Swingline Lender (solely in its capacity as a Lender) exceeding the Revolving Commitment of the Swingline Lender; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Lead Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile), not later than 1:00 2:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Lead Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.23(e), by remittance to the applicable Applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.17(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 4:00 p.m. on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make (x) U.S. Swingline Loans in Dollars to either Borrower from time to time during the Borrowers Availability Period and (y) Alternative Currency Swingline Loans in Dollars to either Borrower from time to time during the Availability Period; provided that no such Swingline Loan shall be permitted if, in an after giving effect thereto, (i) the aggregate principal amount at any time of outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not would exceed the Total Revolving Credit Commitment and Swingline Loan Sublimit, (ii) the aggregate U.S. Revolving Credit Exposures would exceed the total U.S. Revolving Commitments or (iii) the aggregate Alternative Currency Revolving Credit Exposures would exceed the total Alternative Currency Revolving Commitments; provided further that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Swingline Loans. To request Immediately upon the making of a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingU.S. Revolving Lender, in the case of U.S. Swingline Loans, and each Alternative Currency Revolving Lender, in the case of Alternative Currency Swingline Loans, shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan made to finance the reimbursement of in an LC Disbursement as provided in Section 2.05(e), by remittance amount equal to the applicable Issuing Bank) on product of such Revolving Lender’s Applicable Percentage times the requested date amount of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees, severally and not jointly, at any time and from time to time on and after the Closing Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans ("Quoted Swingline Loans") on the basis of quoted interest rates (each, a "Quoted Swingline Rate") furnished by such Swingline Lender agrees from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans ("ABR Swingline Loans") to any Swingline Borrower bearing interest at a rate equal to the Borrowers from time to time during the Availability Period, Alternate Base Rate in an aggregate principal amount at any time outstanding (in the case of this clause (ii)) not to exceed $5,000,000; provided that (i) after giving effect to such Swingline LoanLender's Swingline Commitment. The aggregate outstanding principal amount of the Quoted Swingline Loans of any Swingline Lender, when added to the aggregate Outstanding Amount outstanding principal amount of all Revolving Loans, the ABR Swingline Loans and LC Exposure of such Swingline Lender, may exceed such Swingline Lender's Swingline Commitment, provided, that in no event shall not the aggregate outstanding principal amount of the Swingline Loans exceed the Total Revolving Credit Commitment and (ii) the aggregate Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $100,000 5,000,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount that is (x) equal to the entire unused remaining balance of the aggregate available Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(eCommitments). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make the portion of each Swingline Loan to be made by it available to the Borrowers any Swingline Borrower by means of a credit to the Funding Account general deposit account of such Swingline Borrower with the Administrative Agent or otherwise a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans on or after the Closing Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall terminate in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankherewith) on the requested date of such Swingline Loanterms and subject to the conditions and limitations set forth herein.

Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees, severally and not jointly, at any time and from time to time on and after the Closing Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans ("Quoted Swingline Loans") on the basis of quoted interest rates (each, a "Quoted Swingline Rate") furnished by such Swingline Lender agrees from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans ("ABR Swingline Loans") to any Swingline Borrower bearing interest at a rate equal to the Borrowers from time to time during the Availability Period, Alternate Base Rate in an aggregate principal amount at any time outstanding (in the case of this clause (ii)) not to exceed $5,000,000; provided that (i) after giving effect to such Swingline LoanLender's Swingline Commitment. The aggregate outstanding principal amount of the Quoted Swingline Loans of any Swingline Lender, when added to the aggregate Outstanding Amount outstanding principal amount of all Revolving Loans, the ABR Swingline Loans and LC Exposure of such Swingline Lender, may exceed such Swingline Lender's Swingline Commitment; provided, that in no event shall not the aggregate outstanding principal amount of the Swingline Loans exceed the Total Revolving Credit Commitment and (ii) the aggregate Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $100,000 5,000,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount that is (x) equal to the entire unused remaining balance of the aggregate available Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(eCommitments). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make the portion of each Swingline Loan to be made by it available to the Borrowers any Swingline Borrower by means of a credit to the Funding Account general deposit account of such Swingline Borrower with the Administrative Agent or otherwise a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans on or after the Closing Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall terminate in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankherewith) on the requested date of such Swingline Loanterms and subject to the conditions and limitations set forth herein.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars, Euro or Sterling to the Borrowers Revolver Borrower from time to time during the Availability Period, Period in an aggregate principal amount at any time outstanding not to exceed the Dollar Equivalent of $5,000,0000 (based on the Dollar Equivalent of any Swingline Loans denominated in an Alternative Currency); provided that (ix) the Swingline Lender shall not be required to make any Swingline Loan to refinance an outstanding Swingline Loan and (y) after giving effect to such any Swingline Loan, the Dollar Equivalent of the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitment. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 (or, in the case of any Swingline Loan denominated in an Alternative Currency, the Alternative Currency Equivalent amount thereof) or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoingforegoing minimum amount (but subject to the cap on Swingline Loans described above), a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment Unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Swingline Loans may borrowbe borrowed, repay prepaid and reborrow Swingline Loansreborrowed. To request a Swingline Loan, the Borrowers Revolver Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request in writing or by telephone (promptly confirmed by facsimilein writing), not later than 1:00 2:00 p.m. on the day of a proposed Swingline LoanLoan (or in the case of a Swingline Loan denominated in an Alternative Currency, not later than 11:00 a.m., Applicable Time, at least two Business Days prior to the date of such Borrowing). Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers Revolver Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Revolver Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan).

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may in its discretion, and in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, make available Swingline Loans to the Borrowers from time to time during the Availability Period, Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00045,000,000 or (ii) the total Revolving Exposures exceeding the lesser of the total Revolving Commitments and the Borrowing Base; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Notwithstanding anything herein to the contrary, the Swingline Lender shall not be obligated to fund the percentage of any Swingline Loan shall be in a minimum principal amount allocable to any Impacted Lender and with respect to any portion of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be so not funded, such Impacted Lender shall not have any obligation to make Revolving Loans or to purchase participation interests in an aggregate amount that is (xaccordance with Section 2.05(c) equal and any pro rata calculations related to the entire unused balance of the aggregate such Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)Loans for purposes thereof shall disregard such Impacted Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower Agent shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile), not later than 1:00 12:00 p.m. (noon), New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Agent will promptly advise the Swingline Lender of any such notice received from the Borrower or Borrowers for such Swingline LoanAgent. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Agent (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the Lenders) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject Each Borrowing of Swingline Loans shall be made upon the Borrower’s irrevocable notice to the terms and conditions set forth herein, the Swingline Lender agrees to make and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Loans to Lender and the Borrowers from time to time during Administrative Agent not later than 2:00 p.m. on the Availability Periodrequested borrowing date, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that and shall specify (i) after giving effect the amount to such Swingline Loanbe borrowed, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan which shall be in a minimum principal amount of $250,000 and integral multiples of $100,000 in excess thereof, (ii) whether the Swingline Loans requested shall consist of Base Rate Loans, Daily LIBOR Swingline Loans or a combination thereof and (iii) the requested borrowing date, which shall be a Business Day. Each such lesser amount as may telephonic notice must be agreed confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Notice of Swingline Loan Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender; provided that, notwithstanding the foregoing, a Lender of any telephonic Notice of Swingline Loan may be Borrowing, the Swingline Lender will confirm with the Administrative Agent (by telephone or in an aggregate amount writing) that is the Administrative Agent has also received such Notice of Swingline Loan Borrowing and, if not, the Swingline Lender will notify the Administrative Agent (xby telephone or in writing) equal of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 1:00 p.m. on the date of the proposed Borrowing of Swingline Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the entire unused balance first sentence of Section 2.1(b), or (B) that one or more of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by applicable conditions specified in Section 2.05(e). Within the foregoing limits and 5 is not then satisfied, then, subject to the terms and conditions set forth hereinhereof, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile)will, not later than 1:00 1:30 p.m. on the day borrowing date specified in such Notice of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day)Loan Borrowing, make the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each its Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline LoanBorrower.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability PeriodBorrower, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Lender’s Swingline Commitment, (ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed fax or through Electronic System, if arrangements for doing so have been approved by facsimile)the Administrative Agent, not later than 1:00 p.m. noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Account(s) (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 2:00 p.m., New York City time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject Upon receipt of a Loan Request Certificate as provided in Section 7.10, subject to the terms and conditions set forth herein, hereof and in reliance on the Swingline Lender agrees to make Swingline Loans obligations of the Lenders to the Borrowers Administrative Agent under this Agreement, Administrative Agent may, in its sole discretion, advance a swingline (the "Swingline") in the form of one or more swingline loans (each a "Swingline Loan") to the Borrower from time to time during before the Availability PeriodRevolving Loan Maturity Date on a revolving basis up to $5,000,000 in aggregate principal amount from time to time (the "Swingline Facility") only if the Swingline Loan Exposure will not as a result of such advance exceed the lesser of (i) $5,000,000 or (ii) the Maximum Available Amount. The Administrative Agent may make a Swingline Loan even if after making a Swingline Loan, the Administrative Agent's Pro-Rata Share of the sum of the Aggregate Revolving Loans, the Letter of Credit Exposure, and all outstanding Swingline Loans will exceed the Administrative Agent's Pro-Rata Share of the Aggregate Revolving Loan Commitment. Swingline Loans may be repaid and their principal amount reborrowed before the Revolving Loan Maturity Date, subject to the terms and conditions hereof. No more than five (5) Swingline Loans may be outstanding at any time. All Swingline Loans made by Administrative Agent under the Swingline Facility shall be evidenced by a Swingline Note of the Borrower (the "Swingline Note") payable to the order of Administrative Agent in an aggregate the amount of its Swingline Facility. Without regard to the face principal amount of the Swingline Note, the actual principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, and owing by the aggregate Outstanding Amount Borrower on account thereof during the period ending on the Revolving Loan Maturity Date shall be the sum of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum advances then or theretofore made thereon less all principal amount of $100,000 or payments actually received thereon during such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loanperiod.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00010,000,000, (ii) the total Revolving Exposures exceeding the total Revolving Commitments or (iii) the total Revolving Exposures exceeding the Borrowing Base; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m. 12:00 noon, Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and whether such Swingline Loan shall be an ABR Loan or shall bear interest at an alternate rate agreed upon by the Borrower or Borrowers for and the Swingline Lender. The Administrative Agent will promptly advise the Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower Representative with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (ai) Subject to The Swingline Lender agrees, on the terms and subject to the conditions set forth herein, and in reliance upon the Swingline Lender agrees agreements of the other Lenders set forth in this Section 2.6, to make Swingline Loans a portion of the Revolving A Commitment available to the Borrowers Parent Borrower from time to time during prior to the Availability PeriodSwingline Maturity Date by making Swingline Loans denominated in Dollars, Sterling or Euros to the Parent Borrower, in each case in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal amount of all Revolving Loans, the Swingline Loans and LC Exposure shall not exceed made by the Total Revolving Credit Commitment and Swingline Lender outstanding at any one time exceeding the Swingline Commitment, (ii) with regard to each Revolving A Lender individually (other than the Swingline Lender in its capacity as such), such Revolving Credit Lender’s Revolving A Credit Exposure exceeding such Revolving Credit Lender’s Revolving A Commitment, or (iii) with regard to the Revolving A Lenders collectively, the Aggregate Revolving A Credit Exposure exceeding the Aggregate Revolving A Commitment, provided that the Swingline Lender shall not be required obligated at any time to make a any Swingline Loan if any Revolving A Lender is at that time a Defaulting Lender and after giving effect to refinance an outstanding any reallocation of the Participation Interest of such Defaulting Lender pursuant to Section 4.11(a)(iv), the Swingline Loan. Each Lender has any actual or potential Fronting Exposure with respect to such Defaulting Lender arising from the Swingline Loan shall proposed to be made, unless the Swingline Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the Swingline Lender (in a minimum principal amount of $100,000 its sole discretion) with the Parent Borrower or such lesser amount as Defaulting Lender to eliminate such Fronting Exposure. Swingline Loans may be agreed by repaid and reborrowed in accordance with the Administrative Agent and provisions hereof prior to the Swingline Lender; provided that, notwithstanding the foregoing, a Maturity Date. The proceeds of any Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingused, in the case of a Swingline Loan made whole or in part, to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such refund any prior Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinThe Administrative Agent, the Swingline Lender agrees and the Revolving Lenders agree that in order to make facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders and in the amount requested, same day funds to the Borrowers, on the applicable Borrowing date to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to the Borrowers from time to time during the Availability Period, take place on a periodic basis as set forth in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanSection 2.05(c). Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed subject to all the terms and conditions applicable to other ABR Loans funded by the Administrative Agent Revolving Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender; provided thatLender shall, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, herein (but without any further written notice from the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimilerequired), not later than 1:00 p.m. 2:00 p.m., Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a each Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with Account, the instructions of the Borrower Representative (including, in the case proceeds of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) extent necessary to pay items to be drawn on any cash management account of the Borrowers that day (as determined based on notice from the Administrative Agent). The aggregate amount of Swingline Loans outstanding at any time shall not exceed $30,000,000. The Swingline Lender shall not make any Swingline Loan if the requested date of Swingline Loan exceeds Availability (before giving effect to such Swingline Loan). All Swingline Loans shall be ABR Borrowings.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower, from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00020,000,000 or (ii) the sum of the total Credit Exposures exceeding the lesser of the total Commitments and Availability; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Loan and provided further, however, that each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance an integral multiple of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)$1,000,000 and not less than $1,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. noon, Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Account(s) (includingor, in the case of a Swingline Loan made to finance the reimbursement of an amounts paid by the LC Disbursement Issuer upon any drawing under any Facility LC as provided in Section 2.05(e2.1.1(e), by remittance to the applicable Issuing BankLC Issuer, and in the case of repayment of another Loan or fees or expenses as provided by Sections 2.1.4, 2.1.5 or 2.18(b), by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan. In addition, the Borrower hereby authorizes the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 1:00 p.m., Chicago time, on each Business Day, make available to the Borrower by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Collateral Deposit Account (as such term is defined in the Security Agreement) that day (as determined based on notice from the Agent).

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower from time to time during after the Availability PeriodClosing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to exceed $5,000,00010,000,000; provided that (ix) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan and (y) after giving effect to such any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitment. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a any Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Swingline Loans may borrowbe borrowed, repay prepaid and reborrow Swingline Loansreborrowed. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed delivery of a written Borrowing Request, appropriately completed and signed by facsimile)a Responsible Officer of the Borrower, not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower on the same Business Day by means of a credit to the Funding Account account designated in the related Borrowing Request or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan).

Swingline Loans. (a) Subject In addition to the other options available to Borrower hereunder, up to $7,500,000 of the Swingline Commitment shall be available for Swingline Loans subject to the following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.11 hereof. All Swingline Loans shall bear interest at the Adjusted Alternate Base Rate and shall be deemed to be Adjusted Alternate Base Rate Advances. In no event shall the Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans by Swingline Lender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of such Lender's Commitment. No Swingline Loan may be made to repay a Swingline Loan, but Borrower may repay Swingline Loans from subsequent pro rata Advances hereunder. If any Swingline Loan is not so repaid, upon request of the Swingline Lender made to all the Lenders, which request must be given not later than the fifth (5th) Business Day after such a Swingline Loan was made, each Lender irrevocably agrees to purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions set forth hereinfor disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided that Swingline Lender did not have knowledge of such Event of Default at the time the Swingline Loan was made and provided further that no Lender shall be required to have total outstanding Loans plus its Percentage of Facility Letters of Credit exceed its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender's Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the Swingline Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline Loan. From and after the date of each Lender's purchase of its participating interest in a Swingline Loan, if the Swingline Lender receives any payment on account thereof, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect will distribute to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and Lender its participating interest in such amount (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingappropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Loan made Lender and is required to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance be returned to the applicable Issuing Bank) on Borrower, each Lender will return to the requested date Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of such any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees Lenders agree to make Swingline Loans in dollars to the Borrowers Borrower from time to time during the Availability PeriodPeriod ratably in accordance with its respective Swingline Commitment, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal amount of all Revolving Loans, outstanding Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and exceeding for any Swingline Lender $50,000,000 or for all Swingline Lenders $150,000,000, (ii) the total Credit Exposures exceeding the total Commitments, or (iii) as to any Swingline Lender Lender, such Swingline Lender’s Credit Exposure exceeding its Commitment; provided that the Swingline Lenders shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a The failure of any Swingline Loan, the Borrowers Lender to make any Swingline Loan required to be made by it shall notify not relieve any other Swingline Lender of its obligations hereunder; provided that the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount Commitments of the requested Swingline Loan Lenders are several and the Borrower or Borrowers for such Swingline Loan. The no Swingline Lender shall be responsible for any other Swingline Lender’s failure to make each Loans as required. Each Swingline Loan available to the Borrowers by means shall be in an amount that is an integral multiple of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including$1,000,000 and not less than $5,000,000; provided, in the case of that a Swingline Loan made may be in an aggregate amount that is equal to the entire available balance of the total Swingline Commitments or that is required to finance the reimbursement of an LC Disbursement as provided in contemplated by Section 2.05(e2.06(c), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees, severally and not jointly, at any time and from time to time on and after the Effective Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) on the basis of quoted interest rates (each, a “Quoted Swingline Rate”) furnished by such Swingline Lender agrees from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans (“ABR Swingline Loans”) to any Swingline Borrower bearing interest at a rate equal to the Borrowers from time to time during the Availability Period, Alternate Base Rate in an aggregate principal amount at any time outstanding (in the case of this clause (ii)) not to exceed $5,000,000such Swingline Lender’s Swingline Commitment; provided provided, that (i) after giving effect to such each Swingline Loan, (A) the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Total Facility Exposure shall not exceed the Total Revolving Credit Commitment then in effect and (iiB) such Swingline Lender’s Outstanding Revolving Extensions of Credit shall not exceed its Commitment. The aggregate outstanding principal amount of the Quoted Swingline Loans of any Swingline Lender, when added to the aggregate outstanding principal amount of the ABR Swingline Loans of such Swingline Lender, may exceed such Swingline Lender’s Swingline Commitment; provided, that in no event shall the aggregate outstanding principal amount of the Swingline Lender shall not be required to make a Loans exceed the aggregate Swingline Loan to refinance an outstanding Swingline LoanCommitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $100,000 5,000,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount that is (x) equal to the entire unused remaining balance of the aggregate available Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(eCommitments). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make the portion of each Swingline Loan to be made by it available to the Borrowers any Swingline Borrower by means of a credit to the Funding Account general deposit account of such Swingline Borrower with the Administrative Agent or, with notice to the Administrative Agent, a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans on or otherwise after the Effective Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall terminate in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankherewith) on the requested date of such Swingline Loanterms and subject to the conditions and limitations set forth herein.

Swingline Loans. (a) Subject In addition to the other options available to Borrower hereunder, the Swingline Commitment shall be available for Swingline Loans subject to the following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.10 hereof. All Swingline Loans shall bear interest at the Adjusted Prime Rate and shall be deemed to be Adjusted Prime Rate Advances. In no event shall the Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans by Swingline Lender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of its Commitment. Upon request of the Swingline Lender made to all the Lenders, each Lender irrevocably agrees to purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions set forth hereinfor disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided that such Event of Default did not exist at the time the Swingline Loan was made and provided further that no Lender shall be required to have total outstanding Loans (other than Competitive Bid Loans) plus its Percentage of Facility Letters of Credit to be in an amount greater than its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender's Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the Swingline Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline Loan. From and after the date of each Lender's purchase of its participating interest in a Swingline Loan, if the Swingline Lender receives any payment on account thereof, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect will distribute to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and Lender its participating interest in such amount (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingappropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan made to finance the reimbursement shall be outstanding for more than five (5) days at a time and Swingline Loans shall not be outstanding for more than a total of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankten (10) on the requested date of such Swingline Loandays during any month.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the including without limitation Section 2.15., each Swingline Lender severally and not jointly agrees to make Swingline Loans to the Borrowers from time to time Borrower, during the Availability Periodperiod from the Effective Date to but excluding the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, the lesser (such lesser amount being referred to exceed $5,000,000; provided that as the “Swingline Availability” of a given Swingline Lender) of (i) after giving effect $18,750,000, (ii) the difference of (A) the commitment of such Swingline Lender in its capacity as a Revolving Lender minus (B) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Revolving Lender, and (iii) upon and following satisfaction of the Initial Mortgage Collateral Requirement, the difference of (A) such Swingline Lender’s Revolving Commitment Percentage of the then Collateral Property Availability (in its capacity as a Revolving Lender) minus (B) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Revolving Lender. If at any time the aggregate principal amount of the Swingline Loans made by a Swingline Lender outstanding at such time exceeds the Swingline Availability of such Swingline Lender at such time, the Borrower shall immediately pay the Administrative Agent for the account of such Swingline Lender the amount of such excess. The borrowing of a Swingline Loan shall constitute usage of the Revolving Commitments, in an amount equal to (i) for each Revolving Lender other than the Swingline Lender making such Swingline Loan, each such Revolving Lender’s Revolving Commitment Percentage, multiplied by the outstanding amount of such Swingline Loan and (ii) for the applicable Swingline Lender making such Swingline Loan, the aggregate Outstanding Amount outstanding amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding such Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject Subject to the terms and conditions set forth hereinof this Agreement, the Borrowers Borrower may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline LoanLoans hereunder.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the a Swingline Lender agrees to shall make Swingline Loans to the Borrowers Revolving Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such Swingline Loan, the Dollar Equivalent of the aggregate Outstanding Amount principal amount of all Revolving Loans, outstanding Swingline Loans and LC Exposure shall not exceed exceeding the Total Revolving Credit Commitment and Aggregate Swingline Commitment, (ii) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Foreign Currency Loans exceeding the Swingline Foreign Currency Sublimit, (iii) the Aggregate Revolving Credit Exposure exceeding the Aggregate Commitments, (iv) with respect to any Swingline Lender, the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Lender), (y) the Dollar Equivalent of the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Lender) and (z) the LC Exposure of such Swingline Lender (in its capacity as a Lender) exceeding its Commitment, (v) the principal amount of all Swingline Loans made by such Swingline Lender outstanding at such time, exceeding such Swingline Lender’s Swingline Commitment of the applicable currency or (vi) the Revolving Credit Exposure of any Lender exceeding its Commitment; provided that the Swingline Lenders shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding Notwithstanding the foregoing, only the Swingline Foreign Currency Lenders shall be required to make Swingline Foreign Currency Loans. Upon the Borrowing of any Loan under Section 2.01, any outstanding Swingline Loans shall be repaid in full. Swingline Loans with respect to a particular currency shall be made ratably (on a several and not joint basis and calculated based on such Swingline Loan may be in an aggregate amount that is (x) equal Lender’s Swingline Commitment to the entire unused balance total Swingline Commitments of the aggregate all applicable Swingline Commitment or (yLenders of such currency) required to finance the reimbursement by each applicable Swingline Lender of an LC Disbursement as contemplated by Section 2.05(e)such currency. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Revolving Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Dollar Loans shall notify the Swingline Lender (with a copy to be ABR Borrowings; provided that the Administrative Agent) of such Agent may request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of that a Swingline Loan made to finance the reimbursement of an LC Disbursement be maintained as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loana Eurocurrency Borrowing.

Swingline Loans. (a) Subject to each of the terms and conditions set forth herein, the Swingline Lender agrees to Administrative Agent shall make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline each Revolving Loan, on behalf of Revolving Lenders and in the aggregate Outstanding Amount of all amount requested, available to Borrowers on the applicable Funding Date in the manner set forth in subsection 2.1C. Each Revolving Loans, Swingline Loan made solely by Administrative Agent pursuant to this subsection 2.1D is referred to in this Agreement as a "SWINGLINE LOAN" and such Revolving Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required are referred to make a Swingline Loan to refinance an outstanding Swingline Loanin this Agreement collectively as "SWINGLINE LOANS". Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to all of the terms and conditions applicable to other Revolving Loans funded by Revolving Lenders (including, without limitation, the conditions set forth hereinin Section 4), except that all payments thereon shall be payable to Administrative Agent solely for its own account (other than as expressly set forth in the Borrowers Inter-Lender Agreement). All Swingline Loans shall be secured by the Liens under the Collateral Documents and shall constitute Revolving Loans for all purposes hereunder and under each other Credit Document. At any time upon the occurrence and during the continuance of an Event of Default, Administrative Agent may borrow, repay and reborrow request settlement of any Swingline LoansLoans (a "SETTLEMENT") with the Revolving Lenders by notifying the Revolving Lenders of such requested Settlement by telecopy or telephone no later than 12:00 Noon (Chicago time) on the date of such requested Settlement (the "SETTLEMENT DATE"). To request a Swingline Loan, Each Revolving Lender (excluding Administrative Agent in all events) agrees to transfer in immediately available funds the Borrowers shall notify entire amount of such Revolving Lender's Pro Rata Share of the outstanding principal balance of the Swingline Lender (Loan with respect to which a copy Settlement has been requested to the Administrative Agent) , at such account of such request by telephone (confirmed by facsimile)Administrative Agent as Administrative Agent may designate, not no later than 1:00 2:00 p.m. (Chicago time) on the day Settlement Date. The foregoing obligations of a proposed Swingline Loan. Each such notice the Revolving Lenders in respect of Settlements shall be irrevocable unconditional (it being understood for the avoidance of doubt that Settlements may occur during the existence of an Event of Default or Potential Event of Default and shall specify regardless of whether the requested date (which applicable conditions set forth in Section 4 have been satisfied). Such amounts that are transferred by the Revolving Lenders to Administrative Agent shall be a Business Day), applied against the amount outstanding principal balance of the requested applicable Swingline Loan and the Borrower or Borrowers for shall constitute Revolving Loans of such Swingline LoanRevolving Lenders, respectively. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise If any such amount in accordance with the instructions of the Borrower Representative (including, in the case respect of a Swingline Loan made is not transferred to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), Administrative Agent by remittance to the applicable Issuing Bank) any Revolving Lender on the requested date of Settlement Date applicable thereto, then Administrative Agent shall be unconditionally entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate applicable to such Swingline LoanLoan hereunder.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00030,000,000 or (ii) the aggregate Revolving Credit Exposures of all Lenders exceeding the lesser of the total Commitments and Availability; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding - 30 - Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile)writing, facsimile or telephone, not later than 1:00 p.m. 2:00 p.m., New York time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrowers. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance Borrowers’ loan account maintained with the instructions of the Borrower Representative Administrative Agent (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) , by 3:00 p.m., New York time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to Agent is authorized by the Borrowers Borrower and the Lenders, from time to time during in the Availability PeriodAgent’s sole discretion (but shall have absolutely no obligation to), to make Swingline Loans, on behalf of all Lenders, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal amount of all Revolving Loans, outstanding Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and exceeding $15,000,000 or (ii) the Swingline Lender Aggregate Revolving Credit Exposure exceeding the lesser of the (x) Aggregate Revolving Commitment and (y) the Borrowing Base; provided that the Agent shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. 11:00 a.m., Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender Agent shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingor, in the case of a Swingline Loan made to finance the reimbursement of an a Facility LC Disbursement as provided in Section 2.05(e2.1.2(e), by remittance to the applicable Issuing BankLC Issuer, and in the case of repayment of another Loan or fees or expenses as provided herein, by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan. All Swingline loans shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the earlier of demand or the Facility Termination Date. The Agent may require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. In such event, the Agent shall give the Lenders notice, specifying the aggregate amount of Swingline Loans in which Lenders will participate, as well as each Lender's Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent such Lender's Pro Rata Share of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by transfer of immediately available funds, in the same manner as provided in Section 2.1.1(d) (and Section 2.1.1(d) shall apply, mutatis mutandis, to the payment obligations of the Lenders). Any amounts received by the Agent from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Agent of the proceeds of a sale of participations therein shall be promptly remitted by the Agent to the Lenders that shall have made their payments pursuant to this paragraph or retained by the Agent, as their interests may appear; provided that any such payment so remitted shall be repaid to the Agent if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower, from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal amount of all Revolving Loans, outstanding Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and exceeding $20,000,000 or (ii) the sum of the total Credit Exposures exceeding the lesser of the total Commitments and Availability; provided that, the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Loan and provided further, however, that each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance an integral multiple of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)$1,000,000 and not less than $1,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. noon, Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Account(s) (includingor, in the case of a Swingline Loan made to finance the reimbursement of an amounts paid by the LC Disbursement Issuer upon any drawing under any Facility LC as provided in Section 2.05(e2.1.1(e), by remittance to the applicable Issuing BankLC Issuer, and in the case of repayment of another Loan or fees or expenses as provided by Sections 2.1.4, 2.1.5, or 2.18(b), by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan. In addition, the Borrower hereby authorizes the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 1:00 p.m., Chicago time, on each Business Day, make available to the Borrower by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Collateral Deposit Account (as such term is defined in the Security Agreement) that day (as determined based on notice from the Agent).

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the including without limitation Section 2.16., each Swingline Lender severally agrees to make Swingline Loans in Dollars to the Borrowers from time to time Borrower, during the Availability Periodperiod from the Effective Date to but excluding the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, the lesser (such lesser amount being referred to exceed $5,000,000; provided that as the “Swingline Availability”) of (i) after giving effect to $60,000,000 for such Swingline LoanLender, as such amount may be reduced from time to time in accordance with the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment terms hereof and (ii) the Tranche 1 Revolving Commitment of such Swingline Lender shall not be required to make in its capacity as a Swingline Loan to refinance an Tranche 1 Revolving Lender minus the aggregate outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or Tranche 1 Revolving Loans of such lesser Swingline Lender in its capacity as a Tranche 1 Revolving Lender. With respect to any Swingline Lender, if at any time the aggregate principal amount as may be agreed of the Swingline Loans held by such Swingline Lender outstanding at such time exceeds the Swingline Availability of such Swingline Lender at such time, the Borrower shall promptly pay the Administrative Agent and for the account of such Swingline Lender the amount of such excess and, with respect to all Swingline Lenders, if at any time the aggregate principal amount of the Swingline Lender; provided thatLoans outstanding at such time exceeds $300,000,000, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to Borrower shall promptly pay the entire unused balance Administrative Agent for the account of the aggregate Swingline Commitment or (y) required to finance Lenders the reimbursement amount of an LC Disbursement as contemplated by Section 2.05(e)such excess. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinof this Agreement, the Borrowers Borrower may borrow, repay and reborrow Swingline LoansLoans hereunder. To For the avoidance of doubt, subject to the terms of this Agreement, (i) the Borrower may request a Swingline Loan, the Borrowers shall notify the Loan from one Swingline Lender (with without having to make a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance from any other Swingline Lender, and (ii) outstanding Swingline Loans may be repaid in such order as the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline LoanBorrower may elect.

Swingline Loans. (ai) Subject to the terms and conditions set forth herein, each Swingline Lender, in reliance on the Swingline Lender agreements of the Revolving Credit Lenders set forth in this Section 2.01(c), agrees to make Swingline Loans to the Borrowers in Dollars from time to time on any Business Day during the Revolving Availability Period, in an aggregate principal amount not to exceed at any time outstanding not to exceed $5,000,000such Lender’s Swingline Sublimit; provided that (i) that, after giving effect to such any Swingline Loan, (A) the aggregate Outstanding Amount principal amount of all outstanding Revolving Credit Loans, LC Exposure and Swingline Loans and LC Exposure shall not exceed the Total Aggregate Maximum Revolving Credit Commitment Amount and (iiB) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum sum of the aggregate principal amount of $100,000 or all outstanding Revolving Credit Loans of a Revolving Credit Lender, plus such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that’s LC Exposure, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance plus such Lender’s Revolving Credit Percentage Share of the aggregate principal amount of all outstanding Swingline Commitment or Loans shall not exceed such Lender’s Maximum Revolving Credit Amount and (yC) required to finance the reimbursement aggregate principal amount of an LC Disbursement as contemplated by Section 2.05(e)all outstanding Swingline Loans shall not exceed the Swingline Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Swingline Loans. To request Immediately upon the making of a Swingline LoanLoan by a Swingline Lender, the Borrowers each Revolving Credit Lender shall notify the be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Swingline Lender (with a copy participation in such Swingline Loan in an amount equal to the Administrative Agent) such Revolving Credit Lender’s Revolving Credit Percentage Share of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The All Borrowers shall be jointly and severally liable as borrowers for all Swingline Lender shall make each Swingline Loan available to Loans regardless of which Borrower delivers a notice of borrowing or receives the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loanproceeds thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinof this Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower from time to time during the Availability Period, Commitment Period in an aggregate principal amount not to exceed at any time outstanding not to the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the outstanding amount of Loans and LC Obligations of the Lender acting as Swingline Lender, may exceed $5,000,000the amount of such Lender’s Commitment; provided provided, that (i) after giving effect to such Swingline Loanany amount requested, (i) the aggregate Outstanding Amount principal amount of all Revolving Loans, outstanding Swingline Loans and LC Exposure shall does not exceed the Total Revolving Credit Commitment Aggregate Commitments, and (ii) the aggregate outstanding amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the outstanding amount of all LC Obligations, plus such Lender’s Applicable Percentage of the outstanding amount of all Swingline Loans does not exceed such Lender’s Commitment; provided further that the Swingline Lender shall will not be required to make a Swingline Loan from and after the date which is one (1) day after it has received written notice from the Borrower or any Lender that one or more of the applicable conditions to refinance an outstanding Credit Extensions specified in Section 4.02 is not then satisfied until such conditions are satisfied or waived in accordance with the provisions of this Agreement (and the Swingline Lender shall be entitled to conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The Borrower will have the option to choose whether the Swingline Loan is (A) Base Rate Loan, or (B) a Daily Floating Eurodollar Loan. The aggregate amount of Swingline Loans in any Borrowing shall not be subject to a minimum amount or increment. Each Swingline Loan accruing interest at the Daily Floating Eurodollar Rate shall be in continue to accrue interest as a minimum principal amount Daily Floating Eurodollar Loan at the end of $100,000 or such lesser amount as may be agreed by the Administrative Agent each Interest Period applicable thereto unless and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is until (x) equal the Borrower has given notice of conversion to the entire unused balance of the aggregate Swingline Commitment a Base Rate Loan in accordance with Section 2.04, or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available is refunded pursuant to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.02(b), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinThe Administrative Agent, the Swingline Lender agrees and Lenders agree that in order to make facilitate the administration of this Agreement and the other Loan Documents, promptly after Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and in the amount requested, same day funds to the Borrowers, on the applicable Borrowing date to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to the Borrowers from time to time during the Availability Period, take place on a periodic basis as set forth in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanSection 2.05(c). Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed subject to all the terms and conditions applicable to other ABR Loans funded by the Administrative Agent Lenders, including without limitation the provisions of Section 4.02, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender; provided thatLender shall, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender herein (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimilebut without any further written notice required), not later than 1:00 p.m. p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a each Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with Account, the instructions of the Borrower Representative (including, in the case proceeds of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankextent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrowers shall be deemed to have requested an ABR Borrowing pursuant to Section 2.03 in the amount of such deficiency to be made on such Business Day. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $10,000,000. Notwithstanding anything to the contrary contained herein, The Swingline Lender shall not make any Swingline Loan if (i) on at any time JPMCB shall be the sole Lender hereunder of (ii) the requested date of Swingline Loan exceeds Borrowing Base Availability (after giving effect to such Swingline Loan). All Swingline Loans shall be ABR Borrowings. Borrower acknowledges that as of the Third Restatement Date, the outstanding balance of Swingline Loans is $0.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrowers Borrower from time to time during on and after the Availability PeriodClosing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to exceed $5,000,00050,000,000; provided that (i) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan and (ii) after giving effect to such any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitment. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a any Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Swingline Loans may borrowbe borrowed, repay prepaid and reborrow Swingline Loansreborrowed. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed delivery of a written Borrowing Request, appropriately completed and signed by facsimile)a Responsible Officer of the Borrower, not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower on the same Business Day by means of a credit to the Funding Account account designated in the related Borrowing Request or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan).

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans (in Dollars only) to the Borrowers Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,00015,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Aggregate Revolving Loans, Swingline Loans and LC Credit Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment Unused Revolving Credit Commitments (subject to the limitations in the first sentence of this clause (a)) or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile)facsimile or email, not later than 1:00 p.m. New York City time on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may, in its sole discretion and without any obligation, make Swingline Loans to the Borrowers Altair Engineering, from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal amount of all Revolving Loans, outstanding Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and exceeding $5,000,000 or (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance sum of Aggregate Revolving Exposures plus the aggregate Swingline Commitment or Ancillary Facility Exposure exceeding (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)Aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Altair Engineering may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers applicable Borrower shall notify the Swingline Lender (with Administrative Agent of such request in writing in a copy form acceptable to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. such time agreed to by the Administrative Agent on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender shall of any such notice received from the applicable Borrower. If the Swingline Lender decides in its sole discretion to make a Swingline Loan, the Swingline Lender will make each Swingline Loan available to the Borrowers Altair Engineering by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Account(s) (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 2:00 p.m., eastern time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower, from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,0005,000,000 or (ii) the Aggregate Revolving Exposures exceeding the aggregate Revolving Commitments; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal an amount that is an integral multiple of $100,000 or such lesser amount as may be agreed by the Administrative Agent 500,000 and the Swingline Lendernot less than $1,000,000; provided that, notwithstanding the foregoing, that a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment total Revolving Commitments or (y) that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e2.06(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimilefax), not later than 1:00 p.m. 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account Account(s) or otherwise such other account as may be specified in accordance with the instructions of the Borrower Representative a Borrowing Request (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 4:00 p.m., New York City time, on the requested date of such Swingline Loan.

Swingline Loans. (ai) Subject to the terms and conditions set forth hereinof this Agreement, the Swingline Lender agrees to may, in its sole discretion, make Swingline Loans to the Borrowers from time to time on any Business Day during the Availability Period, period from the date hereof to but excluding the Facility Termination Date in an the aggregate principal outstanding amount at any time outstanding not to exceed $5,000,000the Swingline Sublimit; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Dollar Amount of all Revolving Loans, Swingline Loans and LC the Aggregate Outstanding Credit Exposure at any time shall not exceed the Total Revolving Aggregate Commitment, and provided further that at no time shall the Dollar Amount of the Aggregate Outstanding Credit Commitment and (ii) Exposure of the Swingline Lender shall not be required exceed the Aggregate Commitment of such Lender. The Swingline Lender may make Swingline Loans available in Dollars or any other Agreed Currency in its sole discretion and if any such Swingline Loans are made available in other Agreed Currencies or are made to make a Borrower domiciled in an EEA Member Country, such Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan Loans shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and deemed to utilize the Swingline Lender; provided that, notwithstanding ’s Multicurrency Commitment. Each Lender’s Commitment shall be deemed utilized by an amount equal to such Lender’s Commitment Percentage of the foregoing, a Dollar Amount of each Swingline Loan may be in an aggregate for purposes of determining the amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) Loans required to finance the reimbursement of an LC Disbursement as contemplated be made by Section 2.05(e)such Lender. Within the foregoing limits limits, and subject to the terms and conditions set forth hereinhereof, the Borrowers may borrowborrow under this Section 2.1(b), repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy at any time prior to the Administrative AgentFacility Termination Date. All Swingline Loans shall bear interest (a) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a such Loans denominated in Dollars, at the Base Rate plus the Applicable Margin for Floating Rate Loans or such other rate as shall be agreed between the relevant Borrower and the Swingline Lender with respect to any Swingline Loan at the time such Swingline Loan is made and (b) in the case of such Loans denominated in other Eligible Currencies, at such other rate as shall be agreed between the relevant Borrower and the Swingline Lender with respect to finance any Swingline Loan at the reimbursement time such Swingline Loan is made (it being understood that such pricing may, by agreement of an LC Disbursement the relevant Borrower and the Swingline Lender, be based on rates other than those of the London interbank market). The applicable Borrower shall repay each Swingline Loan on the earlier to occur of (i) the date ten (10) Business Days after such Swingline Loan is made, if requested by the Administrative Agent on behalf of the Swingline Lender, and (ii) the Facility Termination Date. If any Swingline Loan is not repaid by the relevant Borrower on the date when due, each Lender will make a Floating Rate Loan the proceeds of which will be used to repay the Swingline Loan as provided described in Section 2.05(e2.1(b)(ii), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrowers any Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,00050,000,000; provided that (ix) the Swingline Lender shall not be required to make any Swingline Loan to refinance an outstanding Swingline Loan and (y) after giving effect to such any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitment. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment Unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Swingline Loans may borrowbe borrowed, repay prepaid and reborrow Swingline Loansreborrowed. To request a Swingline Loan, the Borrowers applicable Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile)in writing, not later than 1:00 2:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers applicable Borrower on the same Business Day by means of a credit to the Funding Account or otherwise in accordance with the instructions of the applicable Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan).

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, the Swingline Lender shall, following request therefore by the Borrower, make Swingline Loans in dollars to the Borrower, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00010,000,000, (ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with submit a copy written notice to the Administrative Agent) Agent of such request by telephone (confirmed fax or through any Electronic System, if arrangements for doing so have been approved by facsimile)the Administrative Agent, not later than 1:00 p.m. 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower, to the extent the Swingline Lender elects to make such Swingline Loan, by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Account(s) (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 2:00 p.m., New York City time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may in its discretion, and in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, make available Swingline Loans to the Borrowers from time to time during the Availability Period, Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00030,000,000 or (ii) the total Revolving Exposures exceeding the lesser of the total Revolving Commitments and the Borrowing Base; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower Agent shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Agent will promptly advise the Swingline Lender of any such notice received from the Borrower or Borrowers for such Swingline LoanAgent. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Agent (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the Lenders) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject In addition to the other options available to Borrower hereunder, up to $10,000,000 of the Swingline Lender's Commitment, shall be available for Swingline Loans subject to the following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with SECTION 2.9 hereof. Unless otherwise approved in writing by the Required Lenders, no Swingline Loan may be made by the Swingline Lender if the Swingline Lender has either given or received written notice that a Default has occurred prior to making such Swingline Loan unless such Default has theretofore been cured or waived in accordance with the terms hereof. All Swingline Loans shall bear interest at the Floating Rate and shall be deemed to be Floating Rate Advances. In no event shall the Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans (including Swingline Loans but not including Competitive Bid Loans) by Swingline Lender hereunder to an amount in excess of its Commitment. Upon request of the Swingline Lender made to all the Lenders, each Lender irrevocably agrees to purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions set forth hereinfor disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided no Lender shall be required to have total outstanding Loans (other than Competitive Bid Loans) in an amount greater than its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender's Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the Swingline Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in SECTION 7.7 OR 7.8 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline Loan. From and after the date of each Lender's purchase of its participating interest in a Swingline Loan, if the Swingline Lender receives any payment on account thereof, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect will distribute to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and Lender its participating interest in such amount (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingappropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan made to finance the reimbursement shall be outstanding for more than five (5) days at a time and Swingline Loans shall not be outstanding for more than a total of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankten (10) on the requested date of such Swingline Loandays during any month.

Swingline Loans. (a) Subject In addition to the terms and conditions set forth herein, the Swingline Lender agrees other options available to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day)Borrower hereunder, the amount of the requested Swingline Commitment, shall be available for Swingline Loans subject to the following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with SECTION 2.11(a) hereof. All Swingline Loans shall bear interest at the Adjusted Alternate Base Rate and shall be deemed to be Alternate Base Rate Advances. In no event shall the Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans (including both Swingline Loans and ratable Loans) by Swingline Lender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of its Commitment. Upon request of the Swingline Lender made to all the Lenders (which request shall be made not later than five (5) Business Days after such Swingline Loan is funded by Swingline Lender), each Lender irrevocably agrees to purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions for disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder, provided no Lender shall be required to have total outstanding Loans plus its Percentage of Facility Letter of Credit Obligations in an amount greater than its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the next Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender's Note, and (ii) shall no longer be considered a Swingline Loan, except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower to the Agent for the benefit of the Swingline Lender, but shall be considered an Alternate Base Rate Advance by each such Lender and all interest accruing on or Borrowers attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in SECTION 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by the preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline Loan. The From and after the date of each Lender's purchase of its participating interest in a Swingline Loan, if the Swingline Lender shall make each receives any payment on account thereof, the Swingline Loan available Lender will distribute to the Borrowers by means of a credit to the Funding Account or otherwise such Lender its participating interest in accordance with the instructions of the Borrower Representative such amount (includingappropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan made to finance shall be outstanding for more than five (5) consecutive days at a time, and Swingline Loans shall not in the reimbursement of an LC Disbursement as provided aggregate be outstanding for more than ten days in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loanany calendar month.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers any Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00025,000,000, (ii) the total Exposures exceeding the lesser of (A) the Available Commitments and (B) the Modified Borrowing Base, or (iii) the Credit Extensions exceeding the lesser of (A) the Available Commitments and (B) the Modified Borrowing Base; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount an integral multiple of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)not less than $1,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers a Borrower may borrow, repay prepay (without premium or penalty) and reborrow Swingline Loans. To request a Swingline Loan, such Borrower or the Borrowers Administrative Borrower on its behalf shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimilefacsimile or a “pdf” electronic transmission to the Swingline Lender, with a copy to the Administrative Agent), not later than 1:00 p.m. 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and the Borrower location and number of the Borrowers’ accounts or Borrowers for such Swingline Loanother designated account(s) to which funds are to be disbursed. The Swingline Lender shall make each Swingline Loan available to the Borrowers such Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the such Borrower Representative (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender agrees to may (in its sole discretion) make swingline loans (individually, a “Swingline Loans Loan” and collectively, the “Swingline Loans”) to the Borrowers Borrower from time to time during the Availability PeriodRevolving Commitment Period in accordance with the procedures set forth in this Section 2.04, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed $5.0 million (the Total Revolving Credit Commitment and “Swingline Sublimit”) at any one time outstanding, (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 any borrowing of Swingline Loans may not exceed the aggregate amount of the Available Revolving Commitments of all Revolving Lenders immediately prior to such borrowing or such lesser amount as result in the Aggregate Revolving Exposure then outstanding exceeding the Total Revolving Commitments then in effect, and (iii) in no event may Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing which shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.04 may be agreed repaid and, up to but excluding the Revolving-2 Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The Borrower shall give the Administrative Agent notice of any Swingline Loan requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 a.m. on the requested Borrowing Date) specifying (A) the amount to be borrowed, and (B) the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance requested Borrowing Date. Upon receipt of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth hereinsuch notice, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Administrative Agent shall promptly notify the Swingline Lender (with a copy to of the Administrative Agent) aggregate amount of such request by telephone (confirmed by facsimile), not borrowing. Not later than 1:00 2:00 p.m. on the day of a proposed Swingline Loan. Each Borrowing Date specified in such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each such Swingline Loan available to the Borrowers by means of a credit to Administrative Agent for the Funding Account or otherwise in accordance with the instructions account of the Borrower Representative at the Administrative Agent’s Office in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower identified in the most recent Notice of Account Designation with the amount made available to the Administrative Agent by the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank) on and in like funds as received by the requested date Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender agrees to Lender, in its sole discretion, may make loans (each a "Swingline Loans Loan" and collectively, the "Swingline Loans") to the Borrowers Borrower from time to time during the Availability Periodperiod from and including the date of this Agreement and prior to the Termination Date, in an aggregate principal amount provided, however, that at any no time outstanding not to exceed $5,000,000; provided that shall the Swingline Lender make a Swingline Loan if, immediately after giving effect thereto, (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount outstanding principal amount of all Revolving LoansSwingline Loans would exceed the Swingline Amount, or (ii) the aggregate outstanding principal amount of all Swingline Loans and LC Exposure the aggregate outstanding principal amount of all Primary Loans would exceed either (A) the Aggregate Commitment, or (B) the Borrowing Base. All Swingline Loans shall not exceed bear interest at the Total Revolving Credit Swingline Rate. 1.5.2 Swingline Take-Out. By no later than 11:00 a.m., on (i) the last Business Day of each calendar week or (ii) any Business Day immediately succeeding any day upon which the Swingline Lender shall so demand, the Agent shall notify each Lender of the aggregate outstanding principal balance of the Swingline Loans as of the commencement of business of the Agent on such Business Day (the "Swing Line Obligations") and, subject only to its receipt of such notice and regardless of whether any Default shall have occurred and be continuing, whether the Commitments shall have been reduced or terminated or any other matter whatsoever, each Lender shall (i) make a loan to the Borrower in an amount equal to its Commitment Percentage of such Swing Line Obligations, and (ii) make the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal loan available to the entire unused balance Agent for the account of the aggregate Swingline Commitment or (y) required to finance Borrower at the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), Office not later than 1:00 p.m. p.m., on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan in funds immediately available to the Borrowers by means of a credit Agent at such office. The funds so made available to the Funding Account or otherwise Agent on such Business Day in accordance with respect of such loans will then be disbursed by the instructions Agent directly to the Swingline Lender as payment in respect of the Borrower Representative (includingSwing Line Obligations. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the Swingline Lender, in the case its capacity as a Lender hereunder, shall be required to fund its Commitment Percentage of a any Swingline Loan made take-out under this Section 2.4.2, the Swingline Lender and the Agent shall net out the funding thereof against the payments to finance be received by the reimbursement of an LC Disbursement as provided Swingline Lender in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date respect of such Swingline Loan.take-out. 1.5.3

Swingline Loans. (aii) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrowers Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,00010,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m. 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower Representative with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinof this Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower from time to time during the Availability Period, Commitment Period in an aggregate principal amount not to exceed at any time outstanding not to the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the outstanding amount of Loans and LC Obligations of the Lender acting as Swingline Lender, may exceed $5,000,000the amount of such Lender’s Commitment; provided provided, that (i) after giving effect to such Swingline Loanany amount requested, (i) the aggregate Outstanding Amount principal amount of all Revolving Loans, outstanding Swingline Loans and LC Exposure shall does not exceed the Total Revolving Credit Commitment Aggregate Commitments, and (ii) the aggregate outstanding amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the outstanding amount of all LC Obligations, plus such Lender’s Applicable Percentage of the outstanding amount of all Swingline Loans does not exceed such Lender’s Commitment; provided further that the Swingline Lender shall will not be required to make a Swingline Loan from and after the date which is one (1) day after it has received irrevocable written notice from the Borrower or any Lender that one or more of the applicable conditions to refinance an outstanding Credit Extensions specified in Section 4.02 is not then satisfied until such conditions are satisfied or waived in accordance with the provisions of this Agreement (and the Swingline Lender shall be entitled to conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The Borrower will have the option to choose whether the Swingline Loan is (A) a Base Rate Loan, or (B) a Daily Floating Eurodollar Loan. The aggregate amount of Swingline Loans in any Borrowing shall not be subject to a minimum amount or increment. Each Swingline Loan accruing interest at the Daily Floating Eurodollar Rate shall be in continue to accrue interest as a minimum principal amount Daily Floating Eurodollar Loan at the end of $100,000 or such lesser amount as may be agreed by the Administrative Agent each Interest Period applicable thereto unless and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is until (x) equal the Borrower has given notice of conversion to the entire unused balance of the aggregate Swingline Commitment a Base Rate Loan in accordance with Section 2.04, or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available is refunded pursuant to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.02(b), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions herein set forth hereinforth, the Swingline Lender agrees to make Swingline Loans loans to the Borrowers Borrower at any time and from time to time during on or after the Availability PeriodClosing Date and until the termination its Swingline Commitment, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such the principal amount of all Swingline Loan, Loans exceeding $25,000,000 in the aggregate Outstanding Amount of all or (ii) the Aggregate Revolving Loans, Swingline Loans and LC Credit Exposure shall not exceed exceeding the Total Revolving Credit Commitment and (ii) Commitment; provided that notwithstanding the foregoing, the Swingline Lender shall not be required obligated to make any Swingline Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swingline Loan Lender has entered into arrangements reasonably satisfactory to refinance an it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of Swingline LoanLoans. Each Swingline Loan shall be denominated in dollars and shall be in a principal amount that is a minimum principal amount of $100,000 or such lesser amount as and integral multiple of $100,000 in excess thereof. The Swingline Commitment may be agreed by the Administrative Agent and the Swingline Lender; terminated or reduced from time to time as provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)herein. Within the foregoing limits limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms terms, conditions and conditions limitations set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower herein without any premium or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loanpenalty.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability PeriodBorrowers, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000, (ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment or (iii) the Aggregate Revolving Exposures exceeding the aggregate Revolving Commitments; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower Representative shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimilefax), not later than 1:00 p.m. 12:00 p.m., Dallas, Texas time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower or Borrowers for such Swingline LoanRepresentative. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Account(s) (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.17(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 2:00 p.m., Dallas, Texas time, on the requested date of such Swingline Loan.

Swingline Loans. (ai) Subject to the terms and conditions set forth hereinof this Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time on any Business Day during the Availability Period, period from the date hereof to but excluding the Facility Termination Date in an the aggregate principal outstanding amount at any time outstanding not to exceed $5,000,000the Swingline Sublimit; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Dollar Amount of all Revolving Loans, Swingline Loans and LC the Aggregate Outstanding Credit Exposure at any time shall not exceed the Total Revolving Aggregate Commitment, and provided further that at no time shall the Dollar Amount of the Aggregate Outstanding Credit Commitment and (ii) Exposure of the Swingline Lender shall not exceed the Aggregate Commitment of such Lender. Swingline Loans may be required denominated in any Agreed Currency; provided that the Swingline Lender is only obligated to make a Swingline Loan to refinance an outstanding Loans available in Dollars. The Swingline Loan. Each Lender may make Swingline Loan Loans available in other Agreed Currencies in its sole discretion and if any such Swingline Loans are made available in other Agreed Currencies, such Swingline Loans shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and deemed to utilize the Swingline Lender; provided that, notwithstanding ’s Multicurrency Commitment. Each Lender’s Commitment shall be deemed utilized by an amount equal to such Lender’s Commitment Percentage of the foregoing, a Dollar Amount of each Swingline Loan may be in an aggregate for purposes of determining the amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) Loans required to finance the reimbursement of an LC Disbursement as contemplated be made by Section 2.05(e)such Lender. Within the foregoing limits limits, and subject to the terms and conditions set forth hereinhereof, the Borrowers may borrowborrow under this Section 2.1(b), repay and reborrow at any time prior to the Facility Termination Date. All Swingline Loans. To request a Swingline Loan, Loans shall bear interest at the Borrowers Base Rate plus the Applicable Margin for Floating Rate Loans or such other rate as shall notify be agreed between the relevant Borrower and the Swingline Lender (with a copy respect to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested any Swingline Loan and at the Borrower or Borrowers for time such Swingline LoanLoan is made. The Swingline Lender Company shall make repay each Swingline Loan available on the earlier to occur of (i) the Borrowers date ten (10) Business Days after such Swingline Loan is made, if requested by means of a credit to the Funding Account or otherwise in accordance with the instructions Administrative Agent on behalf of the Borrower Representative Swingline Lender, and (including, in ii) the case of a Facility Termination Date. If any Swingline Loan made is not repaid by the relevant Borrower on the date when due, each Lender will make a Floating Rate Loan the proceeds of which will be used to finance repay the reimbursement of an LC Disbursement Swingline Loan as provided described in Section 2.05(e2.1(b)(ii), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in dollars to the Borrowers Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000150,000,000 or (ii) the sum of the total Revolving Exposures exceeding the Aggregate Commitment; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimiletelecopy), not later than 1:00 p.m. 4:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and whether such Swingline Loan shall be an ABR Revolving Loan bearing interest at a rate per annum applicable to an ABR Revolving Loan or shall bear interest at an alternate rate agreed upon by the Borrower or Borrowers for and the Swingline Lender. The Administrative Agent will promptly advise the Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable relevant Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject In addition to the terms and conditions set forth herein, the Swingline Lender agrees other options available to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day)Borrower hereunder, the amount of the requested Swingline Commitment, shall be available for Swingline Loans subject to the following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with SECTION 2.11 hereof. All Swingline Loans shall bear interest at the Adjusted Base Rate and shall be deemed to be Base Rate Advances. In no event shall the Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans by Swingline Lender hereunder to an amount in excess of its Commitment. Upon request of the Swingline Lender made to all the Lenders (which request shall be made not later than five (5) Business Days after such Swingline Loan is funded by Swingline Lender), each Lender irrevocably agrees to purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions for disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder, provided no Lender shall be required to have total outstanding Loans in an amount greater than its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the next Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender's Note, and (ii) shall no longer be considered a Swingline Loan, except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower to the Agent for the benefit of the Swingline Lender, but shall be considered a Base Rate Advance by each such Lender and all interest accruing on or Borrowers attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in SECTION 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by the preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline Loan. The From and after the date of each Lender's purchase of its participating interest in a Swingline Loan, if the Swingline Lender shall make each receives any payment on account thereof, the Swingline Loan available Lender will distribute to the Borrowers by means of a credit to the Funding Account or otherwise such Lender its participating interest in accordance with the instructions of the Borrower Representative such amount (includingappropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankshall be outstanding for more than five (5) on the requested date of such Swingline LoanBusiness Days at a time.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower, from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,0003,000,000 or (y) the sum of the total Revolving Exposures exceeding the lesser of the total Revolving Commitments and the Borrowing Base; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile), ) not later than 1:00 p.m. (New York time) on the day of a the proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Borrower or Borrowers for Swingline Lender of any such Swingline Loannotice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.17(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 2:00 p.m. (New York time) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject Notwithstanding anything to the terms and conditions set forth hereincontrary contained in this Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower may from time to time during request, and the Availability PeriodSwingline Lender may in reliance upon the agreements of the other Lenders set forth in this Section 2.1(b) and in its discretion from time to time advance in US Dollars (but shall in no event be obligated to advance), in an aggregate principal amount at any time outstanding not revolving loans which are to exceed $5,000,000be funded solely by the Swingline Lender (the “Swingline Loans”); provided provided, however, that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal amount of all Revolving Loans, the Swingline Loans and LC Exposure outstanding at any time shall not exceed the Total Revolving Credit Commitment Swingline Sublimit and (ii) the Swingline Lender Total Revolving Outstandings shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by exceed the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline LoanAggregate Revolving Commitments. The Swingline Lender shall make give the Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Loan available Loans upon the written request of the Agent or any Lender (but no more often than once every calendar quarter). Furthermore, upon one (1) Business Day’s prior written notice given by the Swingline Lender to the Borrowers by means Agent and the other Lenders at any time and from time to time (including at any time following the occurrence of a credit Default) and, in any event, without notice on the Business Day immediately preceding the Maturity Date, each Lender (including the Swingline Lender) severally agrees, irrevocably and unconditionally, as provided in the first sentence of Section 2.1(a), and notwithstanding anything to the Funding Account contrary contained in this Agreement, any Default or otherwise in accordance with the instructions inability or failure of the Borrower Representative or any of its Subsidiaries to satisfy any condition precedent to funding any Loan contained in Article 8 (includingwhich conditions precedent shall not apply to this sentence), to make a Revolving Loan, in the case form of a Base Rate Loan, in an amount equal to its Commitment Percentage of the aggregate principal amount of the Swingline Loans then outstanding, and the proceeds of such Revolving Loan shall be promptly paid by the Agent to the Swingline Lender and applied as a repayment of the aggregate principal amount of the Swingline Loans then outstanding. If for any reason any Swingline Loan made cannot be refinanced by such a borrowing of Revolving Loans that are Base Rate Loans, as described above, the request for Revolving Loans that are Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to finance be a request by the reimbursement Swingline Lender that each of an LC Disbursement as provided the Lenders fund its risk participation in Section 2.05(e), by remittance the relevant Swingline Loans and each Lender’s payment to the applicable Issuing Bank) on Agent for the requested date account of the Swingline Lender shall be deemed payment in respect of such Swingline Loan.CHAR1\1991350v2

Swingline Loans. (a) Subject In addition to the other options available to Borrower hereunder, up to $10,000,000 of the Swingline Lender's Commitment, shall be available for Swingline Loans subject to the following. terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with SECTION 2.9 hereof. All Swingline Loans shall bear interest at the Floating Rate and shall be deemed to be Floating Rate Advances. In no event shall the Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans (including Swingline Loans but not including Competitive Bid Loans) by Swingline Lender hereunder to an amount in excess of its Commitment. Upon request of the Swingline Lender made to all the Lenders, each Lender irrevocably agrees to purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions set forth hereinfor disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided no Lender shall be required to have total outstanding Loans (other than Competitive Bid Loans) in an amount greater than its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender's Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid. when due by the Borrower to the Administrative Agent for the benefit of the Swingline Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in SECTION 7.7 OR 7.8 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline Loan. From and after the date of each Lender's purchase of its participating interest in a Swingline Loan, if the Swingline Lender receives any payment on account thereof, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect will distribute to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and Lender its participating interest in such amount (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingappropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan made to finance the reimbursement shall be outstanding for more than five (5) days at a time and Swingline Loans shall not be outstanding for more than a total of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankten (10) on the requested date of such Swingline Loandays during any month.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swingline Lender agrees to make Swingline Loans denominated in Dollars to the Borrowers from time to time during the Availability PeriodU.S. Borrower, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Lender’s Swingline Commitment, (ii) the Swingline Lender’s Revolving Exposure exceeding its Commitment, or (iii) the Aggregate Revolving Exposures exceeding the aggregate Commitments; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers U.S. Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower Representative shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimilefax or Acceptable Communication), not later than 1:00 p.m. 2:00 p.m., Local Time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower or Borrowers for such Swingline LoanRepresentative. The Swingline Lender shall make each Swingline Loan available to the Borrowers U.S. Borrower by means of (i) a credit to the Funding Account or otherwise in accordance with Account(s), (ii) a wire transfer of funds upon the instructions written instruction of the Borrower Representative and including specific wiring information required by the Swingline Lender with respect to making any such wire, (including, iii) in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank, and (iv) in the case of repayment of another Loan or fees or expenses as provided by Section 2.17(c), by remittance to the Administrative Agent to be distributed to the Lenders, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject In addition to the terms and conditions set forth hereinother options available to Borrower hereunder, the Swingline Lender agrees to make Lenders’ Domestic Revolving Commitment shall be available for Swingline Loans subject to the Borrowers from time following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.6 hereof. All Swingline Loans shall bear interest at the Adjusted Prime Rate and shall be deemed to time during be Adjusted Prime Rate Borrowings. Swingline Loans shall be funded, first, by JPMCB in an amount not to exceed the Availability Periodmaximum amount it is required to disburse pursuant to the next sentence, and second, by Wachovia Bank, National Association, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; the maximum amount it is required to disburse pursuant to the next sentence. In no event shall a Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans by such Swingline Lender hereunder plus its LC Exposure to an amount in excess of its aggregate Domestic Revolving Commitment. Upon request of the Swingline Lenders made to all the Domestic Revolving Lenders, each Domestic Revolving Lender irrevocably agrees to purchase its Domestic Percentage of any Swingline Loan made by the Swingline Lenders regardless of whether the conditions for disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided that such Event of Default did not exist at the time the Swingline Loan was made and provided further that no Lender shall be required to have its Domestic Revolving Exposure to be greater than its Domestic Revolving Commitment. Such purchase shall take place on the date of the request by Swingline Lenders so long as such request is made by 1:00 p.m. (New York time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) after giving effect be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Swingline LoanLender and shall constitute outstanding principal under such Lender’s Note, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not no longer be required to make considered a Swingline Loan except that all interest accruing on or attributable to refinance such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the Swingline Lenders and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Domestic Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Domestic Revolving Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Domestic Percentage of such Swingline Loan. Each Swingline Loan shall be From and after the date of each Lender’s purchase of its participating interest in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify if the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. Lenders receive any payment on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day)account thereof, the Swingline Lenders will distribute to such Lender its participating interest in such amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingappropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Lenders and is required to be returned to the Borrower, each Lender will return to the Swingline Lenders any portion thereof previously distributed by the Swingline Lender to it. If any Domestic Revolving Lender fails to so purchase its Domestic Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan made to finance the reimbursement shall be outstanding for more than five (5) days at a time and Swingline Loans shall not be outstanding for more than a total of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankten (10) on the requested date of such Swingline Loandays during any month.

Swingline Loans. (a) Subject Each Borrowing of Swingline Loans shall be made upon the Borrower Representative’s irrevocable notice to the terms Swingline Bank and conditions set forth hereinthe Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender agrees to make Swingline Loans to Bank and the Borrowers from time to time during Administrative Agent not later than 12:00 Noon on the Availability Periodrequested borrowing date, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that and shall specify (i) after giving effect the amount to such Swingline Loanbe borrowed, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan which shall be in a minimum principal amount of $250,000 and integral multiples of $100,000 in excess thereof, (ii) whether the Swingline Loans requested shall consist of Base Rate Loans, Daily LIBOR Swingline Loans or a combination thereof, (iii) the requested borrowing date, which shall be a Business Day, and (iv) the applicable U.S. Borrower. Each such lesser amount as may telephonic notice must be agreed confirmed promptly by delivery to the Swingline Bank and the Administrative Agent of a written Notice of Swingline Loan Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Promptly after receipt by the Swingline Lender; provided that, notwithstanding the foregoing, a Bank of any telephonic Notice of Swingline Loan may be Borrowing, the Swingline Bank will confirm with the Administrative Agent (by telephone or in an aggregate amount writing) that is the Administrative Agent has also received such Notice of Swingline Loan Borrowing and, if not, the Swingline Bank will notify the Administrative Agent (xby telephone or in writing) equal of the contents thereof. Unless the Swingline Bank has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Bank) prior to 1:00 p.m. on the date of the proposed Borrowing of Swingline Loans (A) directing the Swingline Bank not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the entire unused balance first sentence of Section 2.1(b), or (B) that one or more of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by applicable conditions specified in Section 2.05(e). Within the foregoing limits and 5 is not then satisfied, then, subject to the terms and conditions set forth hereinhereof, the Borrowers Swingline Bank will, not later than 1:30 p.m. on the borrowing date specified in such Notice of Swingline Loan Borrowing, make the amount of its Swingline Loan available to the U.S. Borrowers. (iii) Procedures for Issuance and Amendment of Letters of Credit; Auto- Extension Letters of Credit. (A) Each Letter of Credit shall be issued or amended, as the case may borrowbe, repay and reborrow Swingline Loans. To upon the request a Swingline Loan, of the Borrowers shall notify the Swingline Lender Borrower Representative delivered to an Issuing Bank (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on in the day form of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount Letter of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.Credit

Swingline Loans. (a) Subject In addition to the terms and conditions set forth hereinother options available to Borrower hereunder, the Swingline Lender agrees to make Lenders’ Domestic Revolving Commitment shall be available for Swingline Loans subject to the Borrowers from time following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.7 hereof. All Swingline Loans shall bear interest at the Adjusted Base Rate and shall be deemed to time during the Availability Period, be Adjusted Base Rate Borrowings. Swingline Loans shall be funded by JPMCB in an aggregate principal amount at any time outstanding not to exceed $5,000,000; the maximum amount it is required to disburse pursuant to the next sentence. In no event shall a Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans by such Swingline Lender hereunder plus its LC Exposure to an amount in excess of its aggregate Domestic Revolving Commitment. Upon request of the Swingline Lenders made to all the Domestic Revolving Lenders, each Domestic Revolving Lender irrevocably agrees to purchase its Domestic Percentage of any Swingline Loan made by the Swingline Lenders regardless of whether the conditions for disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided that such Event of Default did not exist at the time the Swingline Loan was made and provided further that no Lender shall be required to have its Domestic Revolving Exposure to be greater than its Domestic Revolving Commitment. Such purchase shall take place on the date of the request by Swingline Lenders so long as such request is made by 1:00 p.m. (New York time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) after giving effect be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Swingline LoanLender and shall constitute outstanding principal under such Lender’s Note, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not no longer be required to make considered a Swingline Loan except that all interest accruing on or attributable to refinance such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the Swingline Lenders and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Domestic Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Domestic Revolving Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Domestic Percentage of such Swingline Loan. Each Swingline Loan shall be From and after the date of each Lender’s purchase of its participating interest in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify if the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. Lenders receive any payment on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day)account thereof, the Swingline Lenders will distribute to such Lender its participating interest in such amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingappropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Lenders and is required to be returned to the Borrower, each Lender will return to the Swingline Lenders any portion thereof previously distributed by the Swingline Lender to it. If any Domestic Revolving Lender fails to so purchase its Domestic Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan made to finance the reimbursement shall be outstanding for more than five (5) 37 days at a time and Swingline Loans shall not be outstanding for more than a total of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankten (10) on the requested date of such Swingline Loandays during any month.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, the Swingline Lender may agree, but shall have no obligation, to make Swingline Loans to the BorrowerBorrowers, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Lender’s Swingline Commitment, (ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided that (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers BorrowerBorrowers may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower Representative shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile)fax or through Electronic System, not later than 1:00 p.m. noon, Toronto time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower or Borrowers for such Swingline LoanRepresentative. The Swingline Lender shall make each Swingline Loan available to the Borrowers BorrowerBorrowers, to the extent the Swingline Lender elects to make such Swingline Loan, by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative Account(s) (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 2:00 p.m., Toronto time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to may, in its sole discretion, make Swingline Loans to the Borrowers Borrower, from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount principal amount of all Revolving Loans, outstanding Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and exceeding $3,000,000, or (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments of all Lenders; provided that any Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)500,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the ) and amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. To the extent the Swingline Lender agrees to make a Swingline Loan, the Swingline Lender shall make each such Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit account of the Borrower Representative with the Swingline Lender (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees, severally and not jointly, at any time and from time to time on and after the Closing Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) on the basis of quoted interest rates (each, a “Quoted Swingline Rate”) furnished by such Swingline Lender agrees from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans (“ABR Swingline Loans”) to any Swingline Borrower bearing interest at a rate equal to the Borrowers from time to time during the Availability Period, Alternate Base Rate in an aggregate principal amount at any time outstanding (in the case of this clause (ii)) not to exceed $5,000,000such Swingline Lender’s Swingline Commitment; provided provided, that (i) after giving effect to such each Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Total Facility Exposure shall not exceed the Total Revolving Credit Commitment and (ii) then in effect. The aggregate outstanding principal amount of the Quoted Swingline Loans of any Swingline Lender, when added to the aggregate outstanding principal amount of the ABR Swingline Loans of such Swingline Lender, may exceed such Swingline Lender’s Swingline Commitment; provided, that in no event shall the aggregate outstanding principal amount of the Swingline Lender shall not be required to make a Loans exceed the aggregate Swingline Loan to refinance an outstanding Swingline LoanCommitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $100,000 5,000,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount that is (x) equal to the entire unused remaining balance of the aggregate available Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(eCommitments). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make the portion of each Swingline Loan to be made by it available to the Borrowers any Swingline Borrower by means of a credit to the Funding Account general deposit account of such Swingline Borrower with the Administrative Agent or otherwise a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans on or after the Closing Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall terminate in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bankherewith) on the requested date of such Swingline Loanterms and subject to the conditions and limitations set forth herein.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender severally agrees to make Swingline Loans a portion of the Revolving Commitment Amount available to the Borrowers from time Revolving Borrower by making swingline loans (individually, a "SWINGLINE LOAN"; collectively, the "SWINGLINE LOANS") to time during the Availability Period, Revolving Borrower on any Business Day prior to the Revolving Commitment Termination Date in accordance with the procedures set forth in this Section in an aggregate principal amount at any one time outstanding not to exceed $5,000,00015,000,000, notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender's outstanding Committed Loans, may exceed the Swingline Lender's Commitment (the amount of such commitment of the Swingline Lender to make Swingline Loans to the Revolving Borrower pursuant to this SUBSECTION 2.7(A), as the same shall be reduced pursuant to SUBSECTION 2.2.1) or as a result of any assignment pursuant to SECTION 11.11.1, the Swingline Lender's "SWINGLINE COMMITMENT"); provided PROVIDED, that at no time shall (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount sum of the outstanding principal amount of all Revolving Loans, Swingline Loans PLUS the outstanding principal amount of all Committed Loans and LC Exposure shall not Bid Loans PLUS the Letter of Credit Outstandings exceed the Total Revolving Credit Commitment and Amount, or (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as all Swingline Loans exceed the Swingline Commitment. Additionally, no more than four Swingline Loans may be agreed by the Administrative Agent outstanding at any one time, and the except as otherwise provided in SECTION 3.2.2, all Swingline Lender; provided that, notwithstanding the foregoing, Loans shall at all times bear interest at a Swingline Loan may be in an aggregate amount that is (x) rate per annum equal to the entire unused balance of Alternate Base Rate unless otherwise agreed to by the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)Lender in its sole discretion. Within the foregoing limits limits, and subject to the other terms and conditions set forth hereinhereof, the Borrowers Revolving Borrower may borrowborrow under this SUBSECTION 2.7(a), repay pursuant to SECTION 3.1 and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy pursuant to the Administrative Agent) of such request by telephone (confirmed by facsimilethis SUBSECTION 2.7(a), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the Borrowers US BorrowerBorrowers from time to time during -137- on and after the Availability PeriodClosing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; the Swingline Commitment, provided that that, (iw) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to such any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the Total Revolving Credit lesser of (A) the aggregate Initial US Commitment and (iiB) the US Borrowing Base, and (z) the Swingline Lender shall not be required under any obligation to make a any Swingline Loan to refinance an outstanding Swingline Loanif it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 50,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a any Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e)) or (y) equal to the entire unused balance of the aggregate unused Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Borrowers may borrow, repay and reborrow Swingline LoansAlternate Base Rate. To request Immediately upon the making of a Swingline Loan, the Borrowers each Revolving Lender shall notify be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender (with a copy risk participation in such Swingline Loan in an amount equal to the Administrative Agent) product of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on Revolving Lender’s Applicable Percentage of the day Commitments times the amount of a proposed such Swingline Loan. Each such notice Swingline Loan shall be irrevocable secured by the Lien on the US Collateral in favor of the Administrative Agent and shall specify the requested date (which shall be constitute a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline LoanUS Obligation hereunder.

Swingline Loans. (a) Subject In addition to the other options available to Borrower hereunder, the amount of the Swingline Commitment shall be available for Swingline Loans subject to the following terms and conditions. All of the conditions set forth herein, in Section 5.2 hereof shall have been fulfilled for each Swingline Loan. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.11 hereof. All Swingline Loans shall bear interest at the Adjusted Base Rate and shall be deemed to be Base Rate Advances. In no event shall the Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans by Swingline Lender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of its Commitment. Upon request of the Swingline Lender made to all the Lenders, each Lender irrevocably agrees to make purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions for disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder; provided, however, that no Lender shall be required to have total outstanding Loans to the Borrowers from time to time during the Availability Period, plus its Percentage of Facility Letters of Credit Obligations in an aggregate principal amount at any time outstanding not to exceed $5,000,000greater than its Commitment; and provided further that (i) after giving effect to such a Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and (ii) Loan disbursed by the Swingline Lender shall not be required deemed to make be a Swingline Loan for purposes of this sentence if the Swingline Lender shall have received written notice from any Lender on or before the Business Day prior to refinance an outstanding the date of such disbursement that one or more of said disbursement conditions is not then satisfied, and in the event the Swingline Loan. Each Lender receives such a notice it shall have no further obligation to advance any Swingline Loan until such notice is withdrawn by that Lender or the Swingline Lender receives notice from Agent that such disbursement condition has been effectively fulfilled or waived in accordance with the provisions of this Agreement. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon, otherwise on the next Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a minimum principal amount of $100,000 or such lesser amount as may be agreed Loan made by the Administrative Agent purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance payment of the aggregate Swingline Commitment or purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender’s Note, and (yii) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request no longer be considered a Swingline Loan, except that all interest accruing on or attributable to such Swingline Loan for the Borrowers shall notify the Swingline Lender (with a copy period prior to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such purchase shall be paid when due by Borrower to Agent for the benefit of the Swingline Loan.Lender, but shall be considered a Base Rate Advance by each such Lender and all interest accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by Borrower to Agent for the benefit of the

Swingline Loans. (a) Subject In addition to the other options available to Borrower hereunder, up to $20,000,000 of the Swingline Commitment shall be available for Swingline Loans subject to the following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.11 hereof. All Swingline Loans shall bear interest at the Adjusted Alternate Base Rate and shall be deemed to be Adjusted Alternate Base Rate Advances. In no event shall the Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans by Swingline Lender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of such Lender’s Commitment. No Swingline Loan may be made to repay a Swingline Loan, but Borrower may repay Swingline Loans from subsequent pro rata Advances hereunder. If any Swingline Loan is not so repaid, upon request of the Swingline Lender made to all the Lenders, which request must be given not later than the fifth (5th) Business Day after such a Swingline Loan was made, each Lender irrevocably agrees to purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions set forth hereinfor disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided that Swingline Lender did not have knowledge of such Event of Default at the time the Swingline Loan was made and provided further that no Lender shall be required to have total outstanding Loans plus its Percentage of Facility Letters of Credit exceed its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (New York time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender’s Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the Swingline Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline Loan. From and after the date of each Lender’s purchase of its participating interest in a Swingline Loan, if the Swingline Lender receives any payment on account thereof, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) after giving effect will distribute to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Total Revolving Credit Commitment and Lender its participating interest in such amount (ii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower Representative (includingappropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Loan made Lender and is required to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance be returned to the applicable Issuing Bank) on Borrower, each Lender will return to the requested date Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of such any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinherein (including Section 2.22), in reliance upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrowers Borrower from time to time during the Revolving Availability PeriodPeriod denominated in Dollars, in an aggregate principal amount at any time outstanding that will not to exceed $5,000,000; provided that result in (i) after giving effect to such Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, outstanding Swingline Loans and LC Exposure shall not exceed of the Total Revolving Credit Swingline Lender exceeding its Swingline Commitment and or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a minimum principal amount of $100,000 or such lesser amount as may be agreed by the Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Swingline Commitment or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, repay prepay and reborrow re-borrow Swingline Loans. (b) To request a Swingline Loan, the Borrowers Borrower shall notify the First Lien Administrative Agent and the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed in writing) or facsimile (confirmed by facsimiletelephone), not later than 1:00 p.m. 12:00 p.m., New York City time on the day of a such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and (x) if the funds are not to be credited to a general deposit account of the Borrower maintained with the Swingline Lender because the Borrower is unable to maintain a general deposit account with the Swingline Lender under applicable Requirements of Law, the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with Section 2.06, or Borrowers for (y) in the case of any ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such Swingline LoanLC Disbursement. The Swingline Lender shall make each Swingline Loan available to the Borrowers Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions general deposit accounts of the Borrower Representative maintained with the Swingline Lender for the applicable Swingline Loan (includingor, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.. No Swingline Lender shall be under any obligation to make a Swingline Loan if any Lender is at that time a Defaulting Lender, if after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding. (c) The Swingline Lender may by written notice given to the First Lien Administrative Agent not later than 12:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the First Lien Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the First Lien Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (with references to 12:00 noon, New York City time, in such Section being deemed to be references to 3:00 p.m., New York City time) (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the First Lien Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The First Lien Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the First Lien Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the First Lien Administrative Agent; any such amounts received by the First Lien Administrative Agent shall be promptly remitted by the First Lien Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the First Lien Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower -69- [EMEA_ACTIVE 302040156_13]