Common use of Swingline Loans Clause in Contracts

Swingline Loans. (a) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions hereof, the Swingline Lender may elect in its sole and absolute discretion, in reliance upon the agreements of the other Lenders set forth in this AgreementSection 2.5, to make swingline loans (the each such loan, a “Swingline LoansLoan”) to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Commitment Period in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Percentage of the outstanding amount of Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such timeObligations of the Lender acting as Swingline Lender, would may exceed the Swingline amount of such Lender’s own Revolving Commitment at such timeCommitment; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)any Swingline Loan, (A) with respect to the Defaulting Lender arising from either Total Revolving Extensions of Credit shall not exceed the Swingline Loan then proposed to be made or that the Swingline Loan Total Revolving Commitments, and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure(B) each Revolving Lender’s aggregate Revolving Extensions of Credit shall not exceed such Revolving Lender’s Revolving Commitment, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject Within the foregoing limits, and subject to and on the other terms and conditions of this Agreementhereof, the Borrower may borrowrequest Swingline Loans under this Section 2.5, repay prepay Swingline Loans under Section 2.6, and request to reborrow under this Section 2.5. Each Swingline LoansLoan shall be an ABR Loan. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times multiplied by the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, each Swingline Lender agrees to make loans (the “Swingline Loans”) Loans to the Borrower, Company and the Borrowing Subsidiaries from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Availability Period in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to result in (i) the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretoexceeding $400,000,000, (xii) the aggregate principal amount of all outstanding Swingline Loans then outstanding would exceed of any Swingline Lender exceeding the Swingline CommitmentCommitment of such Swingline Lender, (yiii) the Revolving Credit Exposure of any Lender would exceed exceeding its Revolving Commitment at such time Commitment, (iv) the sum of the Total Exposures of all the Lenders exceeding the sum of the Commitments of all the Lenders or (zv) the Aggregate Revolving sum of the Swingline Exposure attributable to Swingline Loans maturing after any Existing Maturity Date, the LC Exposure attributable to Letters of Credit Exposure would exceed expiring after such Existing Maturity Date and the aggregate Revolving Competitive Loans maturing after such Existing Maturity Date exceeding the sum of the Commitments at that shall have been extended to a date after the latest maturity date of such timeSwingline Loans and such Competitive Loans and the latest expiration date of such Letters of Credit; provided further that (i) the no Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Borrowers may borrow, repay prepay and reborrow Swingline Loans. Immediately upon The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the making Swingline Commitments of a the Swingline Loan, each Lenders are several and no Swingline Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the responsible for any other Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such failure to make Swingline LoanLoans as required.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the Revolving Credit Lenders set forth in this AgreementSection 2.04, to shall make loans in Dollars (the each such loan, a “Swingline LoansLoan”) to the Borrower, Borrower from time to time on any Business Day during the period from (other than the Closing Date to but not including Date) until the Swingline Maturity Date (or, if earlier, for the Revolving Termination Date), Credit Facility in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such timeSublimit; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretoto any Swingline Loan, (xi) the Total Revolving Credit Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments and (ii) the aggregate principal amount Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate shall not exceed such Revolving Credit Exposure would exceed the aggregate Lender’s Revolving Commitments at such timeCredit Commitment; provided further further, that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject Within the foregoing limits, and subject to and on the other terms and conditions of this Agreementhereof, the Borrower may borrowborrow under this Section 2.04, repay prepay under Section 2.05, and reborrow under this Section 2.04. Each Swingline LoansLoan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times Pro Rata Share of the Revolving Facility multiplied by the amount of such Swingline Loan.

Swingline Loans. (ai) The Swingline Lender agrees, subject to and on the terms and subject to the conditions of this Agreementset forth herein, to make loans (a portion of the “Swingline Loans”) Revolving Commitments available to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date prior to but not including the Swingline Maturity Termination Date by making Swingline Loans to the Borrower in Dollars (oreach such loan, if earliera "SWINGLINE LOAN" and collectively, the Revolving Termination Date"SWINGLINE LOANS"); PROVIDED, in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to that (i) the aggregate principal amount of the Revolving Swingline Loans made by outstanding at any one time shall not exceed the Swingline Committed Amount, (ii) with regard to each Lender individually (other than the Swingline Lender in its capacity as a Lender such), the principal amount of such Lender's outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans shall not at any time exceed such time Lender's Revolving Commitment Percentage of the Revolving Committed Amount, (iii) with regard to the Revolving Lenders collectively, the aggregate of the Revolving Outstandings shall not exceed the Revolving Committed Amount, (iv) the Swingline Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect and its L/C Exposure at (v) no Swingline Loans (as defined in the Five Year Credit Agreement) are outstanding under the Five Year Credit Agreement. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Termination Date. Swingline Loans may be made notwithstanding the fact that such timeSwingline Loans, would exceed when aggregated with the Swingline Lender’s own 's other Revolving Commitment at such time; providedOutstandings, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed exceeds its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.Revolving

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, at any time from the First A&R Effective Date until the Revolving Maturity Date, each Swingline Lender severally agrees to make Swingline Loans, denominated in dollars, to make loans (the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Borrower in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to result in (i) the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretoexceeding $25,000,000, (xii) the aggregate principal amount of all outstanding Swingline Loans then outstanding would exceed the made by such Swingline Lender exceeding such Swingline Lender’s Swingline Commitment, (yiii) the such Swingline Lender’s Revolving Credit Exposure of any Lender would exceed its exceeding such Swingline Lender’s Revolving Commitment at such time (in its capacity as a Lender) or (ziv) the Aggregate Revolving Credit Exposure would exceed exceeding the aggregate Aggregate Revolving Commitments at such timeCommitment; provided further that (iA) the no Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline LoanLoan and (B) each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lenders ratably in accordance with their respective Swingline Commitments. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the making Swingline Commitments of a the Swingline Loan, each Lenders are several and no Swingline Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the responsible for any other Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such failure to make Swingline LoanLoans as required.

Swingline Loans. (a) The Swingline Lender agrees, subject to and on On the terms and subject to the conditions of this Agreementset forth herein, the Swingline Lender agrees to make a portion of the Revolving Commitment available to Holdings by making swingline loans denominated in Dollars (individually, a “Swingline Loan”, and, collectively, the “Swingline Loans”) to the Borrower, from time to time Holdings on any Business Day during the period from the Closing Effective Date to but not including the Swingline Revolving Loan Maturity Date (or, if earlier, in accordance with the Revolving Termination Date), procedures set forth in this Section 2.06 in an aggregate principal amount at any one time outstanding not exceeding to exceed Thirty Million Dollars ($30,000,000), notwithstanding the fact that such Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any timeLoans, when added to the aggregate principal amount of the aggregated with any other Revolving Loans made by or Letters of Credit participated in by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such timeLender, would may exceed the Swingline Lender’s own Revolving Commitment at (the amount of such time; provided, however, that no Borrowing commitment of the Swingline Lender to make Swingline Loans to Holdings pursuant to this Section 2.06(a), as the same shall be made ifreduced pursuant to Section 2.05 or Section 2.08 or as a result of any assignment pursuant to Section 11.08, immediately after giving effect thereto, the Swingline Lender’s “Swingline Commitment”); provided that at no time shall (xi) the aggregate principal amount sum of the Effective Amount of all Swingline Loans then outstanding would plus the Effective Amount of all Revolving Loans plus the Effective Amount of all L/C Obligations exceed the combined Revolving Commitments of the Revolving Lenders, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than three Swingline Loans may be outstanding at any one time, and all Swingline Loans shall at all times accrue interest at the Base Rate plus the Applicable Margin (yfor Base Rate Loans) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment or at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) other rate as may be agreed to by the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lenderand Holdings. Within the foregoing limits, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory and subject to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of hereof, Holdings may borrow under this AgreementSection 2.06(a), the Borrower may borrow, repay prepay pursuant to Section 2.07 and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal pursuant to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanthis Section 2.06(a).

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions hereof, the Swingline Lender may, in its sole discretion and in reliance upon the commitments of this Agreementthe other Lenders set forth herein, to make swingline loans (individually, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower, Borrower from time to time on any Business Day during the period from Revolving Credit Commitment Period in accordance with the Closing Date to but not including the Swingline Maturity Date procedures set forth in this Section 2.04, provided that (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans then outstanding would shall not exceed $40.0 million (the “Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of any Swingline Loans may not exceed the Swingline Commitment, (y) aggregate amount of the Available Revolving Credit Exposure Commitments of any Lender would exceed its all Revolving Commitment at Lenders immediately prior to such time borrowing or (z) result in the Aggregate Revolving Credit Exposure would exceed then outstanding exceeding the Total Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Loans be borrowed hereunder if (A)(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 September 30, 2014, 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., 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 Revolving Commitments at amount of such borrowing. Not later than 2:00 p.m., New York City time; provided further that (i) , on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of the Borrower at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including office of the delivery Administrative Agent set forth in Section 10.01 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 Cash Collateral, satisfactory the Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Swingline LoanLoan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), each Lender by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject to and on the terms and conditions of set forth in this Agreement, to make a portion of the Revolving Commitment available to the Borrower by making swingline loans denominated in Dollars (individually, a "Swingline Loan", and, collectively, the “"Swingline Loans”") to the Borrower, from time to time Borrower on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Expiry Date in an aggregate principal amount at any one time outstanding not exceeding to exceed $5,000,000, notwithstanding the fact that such Swingline Loans, when aggregated with any other Credit Extensions made by or participated in by the Swingline Lender, may exceed the Swingline Lender's Revolving Commitment (the amount of such commitment of the Swingline Lender to make Swingline Loans to the Company pursuant to this subsection 2.01(c), as the same shall be reduced pursuant to Section 5.01, the Swingline Lender's "Swingline Commitment"); PROVIDED that at no time shall (i) the sum of the Effective Amount of all Swingline Loans PLUS the Effective Amount of all Revolving Loans PLUS the Effective Amount of all L/C Obligations exceed the combined Revolving Commitments, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than one Swingline Loans Loan may be made even if the aggregate principal amount of Swingline Loans outstanding at any one time, when added and all Swingline Loans shall at all times be Base Rate Loans or accrue interest at such other rate as may be agreed to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such timethe Borrower. Within the foregoing limits, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory and subject to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementhereof, the Borrower may borrow, repay and reborrow the Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed toLoans in whole or in part, and hereby irrevocably reborrow, all in accordance with the terms and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanconditions hereof.

Swingline Loans. (ai) The Swingline Lender agrees, subject to and on the terms and subject to the conditions of this Agreementset forth herein, to the continuation of Existing Swingline Loans and to make loans a portion of the Revolving Commitments available to the Borrower from time to time prior to the Swingline Termination Date by making Swingline Loans to the Borrower in Dollars (each such loan, a “Swingline Loan” and collectively, the “Swingline Loans”); provided that (i) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Swingline Loans made by outstanding at any one time shall not exceed the Swingline Committed Amount, (ii) with regard to each Lender individually (other than the Swingline Lender in its capacity as a Lender such), the principal amount of such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding LC Obligations shall not at any time exceed such time Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (iii) with regard to the Revolving Lenders collectively, the aggregate of the Revolving Outstandings shall not exceed the Revolving Committed Amount, and its L/C Exposure at (iv) the Swingline Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect. Each of the parties hereto acknowledges and agrees that the Existing Swingline Loans shall continue as Swingline Loans for all purposes under this Agreement and the Loan Documents. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Termination Date. Swingline Loans may be made notwithstanding the fact that such timeSwingline Loans, would exceed when aggregated with the Swingline Lender’s own other Revolving Commitment at such time; providedOutstandings, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed exceeds its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the Commitment. The proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline LoanBorrowing may not be used, each Lender shall be deemed toin whole or in part, and hereby irrevocably and unconditionally agrees to, purchase from the to refund any prior Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline LoanBorrowing.

Swingline Loans. In order to reduce the frequency of transfers of funds from Lenders to Agent for making Revolving Credit Loans and for so long as no Default or Event of Default exists, Agent shall be permitted (abut not required) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans Revolving Credit Loans to U.S. Borrower upon request by Borrower Representative (the such Revolving Credit Loans to be designated as “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if provided that the aggregate principal amount of Swingline Loans outstanding at any time, time will not (i) exceed $5,000,000; (ii) when added to the aggregate principal amount of Agent’s other Revolving Credit Loans then outstanding plus Agent’s Revolving Loan Percentage of the LC Amount, exceed Agent’s Revolving Loans made by Credit Commitment; or (iii) when added to the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline other Revolving Credit Loans then outstanding would plus the LC Amount, exceed the Swingline CommitmentU.S. Borrowing Base. Within the foregoing limits, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the U.S. Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon 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 Revolving Portions and (b) notwithstanding anything herein to the making 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 Loan has been advanced in respect of a Swingline Loandrawing under a Letter of Credit or LC Guaranty or (2) in any other circumstance, demand is made by Agent during the continuance of an Event of Default, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees topurchase and receive from Agent, purchase without recourse or warranty from the Swingline Lender a risk Agent, an undivided interest and participation in such each Swingline Loan to the extent of such Lender’s Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to the product of such Lender’s Applicable Revolving Loan Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Administrative Agent, the Swingline Lender agreesand the Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Administrative Borrower requests a Borrowing, the Swingline Lender may elect, in its sole discretion, to have the terms of this Section 2.06(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 (each such Loan made solely by the Swingline Lender pursuant to this Section 2.06(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 2.06(c). Each Swingline Loan shall be subject to and on all the terms and conditions of this Agreementapplicable to other Loans funded by the Revolving Lenders, to make loans (the “Swingline Loans”) except that all payments thereon shall be payable to the BorrowerSwingline Lender solely for its own account. In addition, from time the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender shall, subject to time the terms and conditions set forth herein (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 Borrowers by means of a credit to the Funding Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Business Day during the period Blocked Account that day (as determined based on notice from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination DateAdministrative Agent), in an . The aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would shall not exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the $5,000,000. The Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the requested Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure Loan exceeds Availability (after giving effect to Section 2.18(a)(ivsuch Swingline Loan)) with respect to the Defaulting Lender arising from either the . Swingline Loan then proposed to Loans may not be made or that the Swingline Loan and all other Swingline Loans as to which if the Swingline Lender has actual been notified by the Administrative Agent or potential Fronting Exposure, as it the Required Lenders that a Default exists and that Swingline Loans may elect in its sole discretion not be made. All Swingline Loans shall be Revolving A Loans and (ii) the Borrower shall not use the proceeds of any no Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from made until the Swingline Lender a risk participation in such Swingline Loan in an Borrowers have borrowed the full amount equal to under the product of such Lender’s Applicable Percentage times the amount of such Swingline LoanRevolving A-1 Commitments.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Bank agrees to make a portion of the Aggregate Revolving Commitment available to the Borrower by making swingline loans denominated in U.S. Dollars (individually, a "SWINGLINE LOAN"; collectively, the “Swingline Loans”"SWINGLINE LOANS") to the Borrower, from time to time Borrower on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Date in accordance with the procedures set forth in this Section 2.14 in an aggregate principal amount at any one time outstanding not exceeding to exceed Fifteen Million Dollars ($15,000,000), notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Revolving Commitment (the amount of such commitment of the Swingline Bank to make Swingline Loans to the Borrower pursuant to this subsection 2.14(a), as the same shall be reduced pursuant to subsection 2.8(b) or as a result of any assignment pursuant to Section 11.8, the Swingline Bank's "SWINGLINE COMMITMENT"); PROVIDED, that at no time shall (i) the sum of the Effective Amount of all Swingline Loans PLUS the Effective Amount of all Revolving Loans PLUS the Effective Amount of all Bid Loans PLUS the Effective Amount of all L/C Obligations exceed the Aggregate Revolving Commitment, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than three Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any one time, when added and all Swingline Loans shall at all times be Base Rate Committed Loans or accrue interest at such other rate as may be agreed to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time Bank and its L/C Exposure at such timethe Borrower. Within the foregoing limits, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory and subject to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementhereof, the Borrower may borrowborrow under this subsection 2.14(a), repay prepay pursuant to Section 2.9 and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal pursuant to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanthis subsection 2.14(a).

Swingline Loans. In order to reduce the frequency of transfers of funds from Lenders to Agent for making Revolving Credit Loans and for so long as no Default or Event of Default exists, Agent shall be permitted (abut not required) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans Revolving Credit Loans to Borrowers upon request by Borrowers (the such Revolving Credit Loans to be designated as “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if provided that the aggregate principal amount of Swingline Loans outstanding at any time, time will not (i) exceed $5,000,000; (ii) when added to the aggregate principal amount of Agent’s other Revolving Credit Loans then outstanding plus Agent’s Revolving Loan Percentage of the LC Amount, exceed Agent’s Revolving Loans made by Loan Commitment; or (iii) when added to the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline other Revolving Credit Loans then outstanding would plus the LC Amount, exceed the Swingline CommitmentBorrowing Base minus Reserves. Within the foregoing limits, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower Borrowers may borrow, repay and reborrow Swingline Loans. Immediately upon 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 Revolving Loans and (b) notwithstanding anything herein to the making 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 Loan has been advanced in respect of a Swingline Loandrawing under a Letter of Credit or LC Guaranty or (2) in any other circumstance, demand is made by Agent during the continuance of an Event of Default, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees topurchase and receive from Agent, purchase without recourse or warranty from the Swingline Lender a risk Agent, an undivided interest and participation in such each Swingline Loan to the extent of such Lender’s Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to the product of such Lender’s Applicable Revolving Loan Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject to and on On the terms and subject to the conditions of this Agreementset forth herein, the Swingline Lender agrees to make a portion of the Revolving Commitment available to Holdings by making swingline loans denominated in Dollars (individually, a “Swingline Loan”, and, collectively, the “Swingline Loans”) to the Borrower, from time to time Holdings on any Business Day during the period from the Closing Effective Date to but not including the Swingline Revolving Loan Maturity Date (or, if earlier, in accordance with the Revolving Termination Date), procedures set forth in this Section 2.06 in an aggregate principal amount at any one time outstanding not exceeding to exceed Fifteen Million Dollars ($15,000,000), notwithstanding the fact that such Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any timeLoans, when added to the aggregate principal amount of the Revolving Loans aggregated with any other Credit Extensions made by or participated in by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such timeLender, would may exceed the Swingline Lender’s own Revolving Commitment at (the amount of such time; provided, however, that no Borrowing commitment of the Swingline Lender to make Swingline Loans to Holdings pursuant to this Section 2.06(a), as the same shall be made ifreduced pursuant to Section 2.05 or Section 2.08 or as a result of any assignment pursuant to Section 11.08, immediately after giving effect thereto, the Swingline Lender’s “Swingline Commitment”); provided that at no time shall (xi) the aggregate principal amount sum of the Effective Amount of all Swingline Loans then outstanding would plus the Effective Amount of all Revolving Loans plus the Effective Amount of all L/C Obligations exceed the combined Revolving Commitments of the Revolving Lenders, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than three Swingline Loans may be outstanding at any one time, and all Swingline Loans shall at all times accrue interest at the Base Rate plus the Applicable Margin (yfor Base Rate Loans) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment or at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) other rate as may be agreed to by the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lenderand Holdings. Within the foregoing limits, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory and subject to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of hereof, Holdings may borrow under this AgreementSection 2.06(a), the Borrower may borrow, repay prepay pursuant to Section 2.07 and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal pursuant to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanthis Section 2.06(a).

Swingline Loans. (ai) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, each Swingline Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in this AgreementSection 2.01(c), agrees to make loans (the “Swingline Loans”) Loans to the Borrower, Borrowers in Dollars from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate principal amount not to exceed at any time outstanding not exceeding the such Lender’s Swingline Commitment. Sublimit and each Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding Loan shall bear interest at any time, when added a rate per annum equal to the aggregate principal amount of Base Rate plus the Applicable Margin for Base Rate Loans that are Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such timeCredit Loans; provided that, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretoto any Swingline Loan, (xA) the aggregate principal amount of all outstanding Revolving Credit Loans, LC Exposure and Swingline Loans then shall not exceed the Aggregate Maximum Revolving Credit Amount and (B) the sum of the aggregate principal amount of all outstanding would Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the aggregate principal amount of all outstanding Swingline Loans shall not exceed such Lender’s Maximum Revolving Credit Amount and (C) the aggregate principal amount of all outstanding Swingline Loans shall not exceed the Swingline Commitment, (y) . Within the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory foregoing limits and subject to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Borrowers may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline LoanLoan by a Swingline Lender, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the such Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times Share of the amount of such Swingline Loan. All Borrowers shall be jointly and severally liable as borrowers for all Swingline Loans regardless of which Borrower delivers a notice of borrowing or receives the proceeds thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, any Swingline Lender may in its sole discretion, in reliance upon the agreements of the Lenders set forth in this AgreementSection 2.03, to make loans (the each such loan, a “Swingline LoansLoan”) ), denominated in Dollars, to the Borrower, Borrowers from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such timeAvailability Period; provided, however, provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretoto any Swingline Loan, (xi) such Swingline Loan, when aggregated with the Revolving Credit Exposure of the Lender acting as such Swingline Lender, shall not exceed such Lender’s Commitment, (ii) the aggregate principal amount of all outstanding Swingline Loans then and all outstanding would RCF Swingline Loans shall not exceed the Swingline Commitment, $50,000,000 and (yiii) the Total Revolving Credit Exposure of any Lender would shall not exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such timeCommitments; and provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Borrowers may borrow, repay prepay and reborrow Swingline Loans. Subject to Section 2.03(c)(ii), each Swingline Loan shall bear interest at a rate that is mutually agreeable to the applicable Swingline Lender and the applicable Borrower at the time such Borrower delivers a Swingline Borrowing Request for a Swingline Loan to such Swingline Lender (the “Agreed Swingline Rate”). Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times multiplied by the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, each Swingline Lender agrees to make (i) in the case of this JPMCB, (A) Tranche One Swingline Loans and Tranche Two Swingline Loans to the Company, any US Borrowing Subsidiary or any Canadian Borrowing Subsidiary denominated in US Dollars, (B) Tranche One Swingline Loans to any Canadian Borrowing Subsidiary denominated in Canadian Dollars, (C) Tranche One Swingline Loans and Tranche Two Swingline Loans to any UK Borrowing Subsidiary or Irish Borrowing Subsidiary denominated in Sterling or (D) Tranche One Swingline Loans and Tranche Two Swingline Loans to any Borrower that is not a US Borrowing Subsidiary denominated in Euro, and (ii) in the case of any other Swingline Lender, such Swingline Loans as it shall agree to make pursuant to its Swingline Agreement, to make loans (the “Swingline Loans”) to the Borrower, in each case from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if result in (1) the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretodenominated in US Dollars exceeding US$50,000,000, (x2) the aggregate outstanding principal amount of all the Swingline Loans then denominated in Canadian Dollars exceeding Cdn.$100,000,000, (3) the aggregate outstanding would exceed principal amount of the Swingline CommitmentLoans denominated in Sterling exceeding £10,000,000, (y4) the aggregate outstanding principal amount of the Swingline Loans denominated in Euro exceeding €10,000,000, (5) the aggregate Tranche One Revolving Credit Exposures exceeding the aggregate Tranche One Commitments, (6) the Tranche One Revolving Credit Exposure of any Lender would exceed (including a Swingline Lender) exceeding its Tranche One Commitment, (7) the aggregate Tranche Two Revolving Commitment at such time Credit Exposures exceeding the aggregate Tranche Two Commitments or (z) 8) the Aggregate Tranche Two Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such timeof any Lender (including a Swingline Lender) exceeding its Tranche Two Commitment; provided further that (i) the no Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline Loan. Subject Each Swingline Loan will reduce availability under the applicable Tranche on a dollar-for-dollar basis, based on the US Dollar Equivalent of such Swingline Loan. Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Company and the Borrowing Subsidiaries may borrow, repay prepay and reborrow Swingline Loans. Immediately upon The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the making Swingline Commitments of a the Swingline Loan, each Lenders are several and no Swingline Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the responsible for any other Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such failure to make Swingline LoanLoans as required.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreement, the Swingline Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth herein, to make revolving credit loans (the “Swingline Loans”) to the Borrower, Borrower from time to time on any Business Day during the period from and including the Closing Date to Date, to, but not including the Swingline Maturity Date (or, if earlierexcluding, the Revolving Termination Date), Date in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Sublimit; provided, however, that after giving effect to any Swingline Loans may be made even if Loan, the aggregate principal amount Swingline Lender shall not have any obligation to make a Swingline Loan if: (i) a Default or Event of Default exists or would result from the making of such Swingline Loans Loan, (ii) the sum of outstanding at any time, when added to the aggregate principal amount of the Revolving Swingline Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed plus the Swingline Lender’s own pro rata share of Letter of Credit Outstandings and Revolving Loans based on the Revolving Lender’s Applicable Revolving Commitment at such time; providedPercentage would exceed that Revolving Lender’s Revolving Loan Commitment, however, that no Borrowing or (iii) the sum of outstanding Revolving Loans made by all Revolving Lenders plus all Letter of Credit Outstandings and Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, lesser of (yA) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that of all Revolving Lenders and (iB) the Borrowing Base. Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery Loans will be comprised solely of Cash Collateral, satisfactory to the Swingline Lender (Base Rate Loans and may be repaid and reborrowed in its sole discretion) accordance with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loansprovisions hereof. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation interest in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Revolving Commitment Percentage times thereof. The principal balance of the amount of Swingline Loans referred to in the Prior Credit Agreement and outstanding on the Closing Date shall be deemed outstanding as Swingline Loans under this Agreement on the Closing Date. Similarly, accrued but unpaid interest, if any, on such Swingline LoanLoans shall be deemed owing as accrued but unpaid interest on the Swingline Loans under this Agreement.

Swingline Loans. (a) The Swingline Lender agrees, subject to and on is authorized by the terms and conditions of this Agreement, Lenders to make loans (the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if up to $50,000,000 plus the Permitted Overadvance in the aggregate principal amount of Swingline Loans outstanding at any time, when added to upon a notice of Borrowing received by the aggregate principal amount of the Revolving Loans made by Administrative Agent and the Swingline Lender (which notice shall be submitted by 1:00 p.m., Boston time, on the Business Day on which such Swingline Loan is requested) (or later, if the Swingline Lender agrees in its capacity as discretion). Swingline Loans shall be subject to periodic settlement with the Revolving Lenders under Section 2.7 below. (b) Subject to Article V hereof, Swingline Loans will be made for administrative convenience upon the Lead Borrower’s request, the Swingline Lender shall make Swingline Loans in reliance upon the Borrowers’ actual or deemed representations under Section 5.2, that the applicable conditions for borrowing are satisfied. Swingline Loans may also be made in the following circumstances: (i) for Permitted Overadvances, or (ii) if the conditions for borrowing under Section 5.2 cannot be fulfilled, the Borrowers shall give immediate notice thereof to the Administrative Agent and the Swingline Lender (a “Noncompliance Notice”), and the Administrative Agent shall promptly provide each Lender outstanding at with a copy of the Noncompliance Notice. If the conditions for borrowing under Section 5.2 cannot be fulfilled, the Required Lenders may direct the Swingline Lender to, and the Swingline Lender thereupon shall, cease making Swingline Loans (other than Permitted Overadvances) until such time and its L/C Exposure at such time, would exceed conditions can be satisfied or are waived in accordance with Section 10.2 hereof. Unless the Required Lenders so direct the Swingline Lender’s own Revolving Commitment at such time; provided, howeverthe Swingline Lender may, that but is not obligated to, continue to make Swingline Loans beginning one Business Day after the Non-Compliance Notice is furnished to the Lenders. Notwithstanding the foregoing, no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, pursuant to this subsection (xb) (other than Permitted Overadvances) if the aggregate principal outstanding amount of all the Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure lower of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make $50,000,000 or any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as lesser amount to which the Swingline Lender has actual or potential Fronting ExposureRevolving Commitments have then been reduced by the Borrowers pursuant to Section 2.15, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementtogether with all other Credit Extensions then outstanding, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the then amount of such Swingline Loan.the Borrowing Base. SECTION 2.6

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreement, to make loans (the “Swingline Loans”) to the Borrowerset forth herein, from time to time on any Business Day during the period from the Closing Date to but not including until the Swingline Maturity Date (or, if earlierTermination Date, the Swingline Lender, at the request of the Company and at the sole discretion of the Swingline Lender, may make, under the Revolving Termination Date)Credit Facility, a revolving loan or revolving loans (each a "SWINGLINE LOAN" and, collectively, the "SWINGLINE LOANS") to the Company, which Swingline Loans (i) shall be denominated in an Dollars, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of the aggregate principal Dollar Equivalent amount of outstanding Revolving Credit Loans PLUS the aggregate principal amount of Competitive Bid Loans made thereunder at any time, the Aggregate Revolving Credit Commitment LESS the sum of all outstanding L/C Obligations, (iv) shall not exceed in aggregate principal amount at any time outstanding not exceeding the Swingline CommitmentMaximum and (v) shall bear interest at the Swingline Rate. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added Notwithstanding anything to the aggregate principal amount of the Revolving Loans made by the Swingline Lender contrary contained in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretothis Section 2.6(a), (x) the aggregate principal amount of all Swingline Lender shall not be obligated to make any Swingline Loans then outstanding would exceed at a time when a Lender Default exists unless the Swingline CommitmentLender has entered into arrangements satisfactory to it and the Company to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Revolving Commitment Percentage of the outstanding Swingline Loans and (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if after it has received written notice from any Lender Borrower or the Required Lenders stating that a Default or an Event of Default exists and is at that continuing until such time a Defaulting Lender, unless as the Swingline Lender has entered into arrangements, including the delivery shall have received written notice (A) of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or rescission of all such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase notices from the Swingline Lender a risk participation in party or parties originally delivering such Swingline Loan in an amount equal to notice or (B) of the product waiver of such Lender’s Applicable Percentage times Default or Event of Default by the amount of such Swingline LoanRequired Lenders.

Swingline Loans. (a) The Administrative Agent, the U.S. Swingline Lender agreesand the U.S. Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents with respect to the U.S. Facility, promptly after the Borrower Representative requests an ABR Borrowing under the U.S. Facility, the U.S. 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 U.S. Revolving Lenders and in the amount requested, same day funds to the U.S. Borrowers, on the applicable borrowing date to the Funding Account(s) (each such Loan made solely by the U.S. Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “U.S. Swingline Loan”), with settlement among them as to the U.S. Swingline Loans to take place on a periodic basis as set forth in Section 2.05(f). To request a U.S. Swingline Loan, the Borrower Representative shall notify the Administrative Agent and the U.S. Swingline Lender of such request by telephone (confirmed by facsimile or an Approved Email Notice), not later than 2:00 p.m., Local Time, on the day of a proposed U.S. Swingline Loan. Each U.S. Swingline Loan shall be subject to and on all the terms and conditions of this Agreementapplicable to other ABR Loans funded by the U.S. Revolving Lenders, to make loans (the “Swingline Loans”) except that all payments thereon shall be payable to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the U.S. Swingline Lender in solely for its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the account. The U.S. Swingline Lender shall not make any U.S. Swingline Loan if any Lender is at that time a Defaulting Lenderif, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) thereto, the Borrowers would not be in compliance with respect to the Defaulting Lender arising from either Revolving Exposure Limitations or the Swingline Loan then proposed to be made or that the Swingline Loan and aggregate Dollar Amount of all other Swingline Loans as to which the would exceed $30,000,000. All U.S. Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender Loans shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline LoanABR Borrowings.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender severally agrees to make a portion of the Revolving Commitment Amount available to the Revolving Borrower by making swingline loans (individually, a "SWINGLINE LOAN"; collectively, the “Swingline Loans”"SWINGLINE LOANS") to the Borrower, from time to time Revolving Borrower on any Business Day during the period from the Closing Date prior to but not including the Swingline Maturity Date (or, if earlier, the Revolving Commitment Termination Date), Date in accordance with the procedures set forth in this Section in an aggregate principal amount at any one time outstanding not exceeding to exceed $20,000,000, 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, that at no time shall (i) the sum of the outstanding principal amount of all Swingline Loans PLUS the outstanding principal amount of all Committed Loans and Bid Loans PLUS the Letter of Credit Outstandings exceed the Revolving Commitment Amount, or (ii) the outstanding principal amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than four Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any one time, when added and except as otherwise provided in SECTION 3.2.2, all Swingline Loans shall at all times bear interest at a rate per annum equal to the aggregate principal amount of the Revolving Loans made Alternate Base Rate unless otherwise agreed to by the Swingline Lender in its capacity as a Lender outstanding at such time sole discretion. Within the foregoing limits, and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory subject to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementhereof, the Revolving Borrower may borrowborrow under this SUBSECTION 2.7(a), repay pursuant to SECTION 3.1 and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal pursuant to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanthis SUBSECTION 2.7(a).

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, any Swingline Lender may in its sole discretion, in reliance upon the agreements of the Lenders set forth in this AgreementSection 2.03, to make loans (the each such loan, a “Swingline LoansLoan”) ), denominated in Dollars, to the Borrower, Borrowers from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Availability Period in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at Swingline Sublimit, notwithstanding the fact that such time; providedSwingline Loans, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) when aggregated with the Revolving Credit Exposure of any the Lender would exceed its Revolving Commitment at acting as such time or (z) the Aggregate Revolving Credit Exposure would Swingline Lender, may exceed the aggregate Revolving Commitments at amount of such timeLender’s Commitment; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to any Swingline Loan, the Defaulting Lender arising from either Total Revolving Credit Exposure shall not exceed the Swingline Loan then proposed to be made or Aggregate Commitments; and provided, further, that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the a Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Borrowers may borrow, repay prepay and reborrow Swingline Loans. Subject to Section 2.03(c)(ii), each Swingline Loan shall bear interest at a rate that is mutually agreeable to the applicable Swingline Lender and the applicable Borrower at the time such Borrower delivers a Swingline Borrowing Request for a Swingline Loan to such Swingline Lender (the “Agreed Swingline Rate”). Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times multiplied by the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreement, the Swingline Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth herein, to make revolving credit loans (the “Swingline Loans”) to the Borrower, Borrower from time to time on any Business Day during the period from and including the Closing Date to Date, to, but not including the Swingline Maturity Date (or, if earlierexcluding, the Revolving Termination Date), Date in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Sublimit; provided, however, that after giving effect to any Swingline Loans may be made even if Loan, the aggregate principal amount Swingline Lender shall not have any obligation to make a Swingline Loan if: (i) a Default or Event of Default exists or would result from the making of such Swingline Loans Loan, (ii) the sum of outstanding at any time, when added to the aggregate principal amount of the Revolving Swingline Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed plus the Swingline Lender’s own pro rata share of Letter of Credit Outstandings and Revolving Loans based on the Revolving Lender’s Applicable Revolving Commitment at such time; providedPercentage would exceed that Revolving Lender’s Revolving Loan Commitment, however, that no Borrowing or (iii) the sum of outstanding Revolving Loans made by all Revolving Lenders plus all Letter of Credit Outstandings and Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, lesser of (yA) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that of all Revolving Lenders and (iB) the Borrowing Base. Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery Loans will be comprised solely of Cash Collateral, satisfactory to the Swingline Lender (Base Rate Loans and may be repaid and reborrowed in its sole discretion) accordance with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loansprovisions hereof. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation interest in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Revolving Commitment Percentage times thereof. The principal balance of the amount of Swingline Loans referred to in the Second Amended and Restated Credit Agreement and outstanding on the Closing Date shall be deemed outstanding as Swingline Loans under this Agreement on the Closing Date. Similarly, accrued but unpaid interest, if any, on such Swingline LoanLoans shall be deemed owing as accrued but unpaid interest on the Swingline Loans under this Agreement.

Swingline Loans. (a) The Subject to the terms and conditions hereof, the Swingline Lender agrees, subject to and on in reliance upon the terms and conditions agreements of the other Lenders set forth in this AgreementSection 2.5, to make swingline loans (the each such loan, a “Swingline LoansLoan”) to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Commitment Period in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Percentage of the outstanding amount of Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such timeObligations of the Lender acting as Swingline Lender, would may exceed the Swingline amount of such Lender’s own Revolving Commitment at such timeCommitment; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretoto any Swingline Loan, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender Total Revolving Extensions of Credit shall not make any Swingline Loan if any Lender is at that time a Defaulting Lenderexceed the Total Revolving Commitments, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) each Lender’s aggregate Revolving Extensions of Credit shall not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject Within the foregoing limits, and subject to and on the other terms and conditions of this Agreementhereof, the Borrower may borrowborrow under this Section 2.5, repay prepay under Section 2.7, and reborrow under this Section 2.5. Each Swingline LoansLoan shall be an ABR Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times multiplied by the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make swingline loans (otherwise available as Multicurrency Revolving Loans) in Dollars (individually, a "SWINGLINE LOAN" and collectively, the “Swingline Loans”"SWINGLINE LOANS") to the Borrower, Borrower from time to time on any Business Day during the period from Multicurrency Revolving Credit Commitment Period in accordance with the Closing Date to but not including the Swingline Maturity Date procedures set forth in this Section 2.04; provided that (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans shall not exceed $10,000,000 (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 Multicurrency Revolving Credit Commitments of all Multicurrency Revolving Lenders immediately prior to such borrowing or result in the Aggregate Multicurrency Revolving Credit Exposure then outstanding would exceed exceeding the Total Revolving Multicurrency Credit Commitments then in effect, and (iii) in no event may Swingline CommitmentLoans be borrowed hereunder if a Default or Event of Default shall have occurred and be continuing. Amounts borrowed under this Section 2.04 may be repaid and, (y) up to but excluding the Revolving Credit Exposure Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans and made in Dollars. Borrower shall give the Administrative Agent notice of any Lender would exceed its Revolving Commitment at such time or Swingline Loan requested hereunder (zwhich 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 Aggregate Revolving Credit Exposure would exceed 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 Revolving Commitments at amount of such borrowing. Not later than 2:00 p.m., New York City time; provided further that (i) , on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of Borrower at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including office of the delivery 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 Borrower by the Administrative Agent crediting the account of Cash Collateral, satisfactory Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Swingline LoanLoan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), each Lender by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. In order to reduce the frequency of transfers of funds from Lenders to Agent for making Revolving Credit Loans and for so long as no Default or Event of Default has occurred and is continuing, Agent shall be permitted (abut not required) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans Revolving Credit Loans to Borrowers upon request by Borrower Representative (the such Revolving Credit Loans to be designated as “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if ; provided that the aggregate principal amount of Swingline Loans outstanding at any time, time will not (i) exceed $5,000,000; (ii) when added to the aggregate principal amount of Agent’s other Revolving Credit Loans then outstanding plus Agent’s Revolving Loan Percentage of the LC Exposure, exceed Agent’s Revolving Loans made by Credit Commitment; or (iii) when added to the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline other Revolving Credit Loans then outstanding would plus the LC Exposure, exceed the Swingline CommitmentBorrowing Base. Within the foregoing limits, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower Borrowers may borrow, repay and reborrow Swingline Loans. Immediately upon 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 making 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 two Business Days after (1) Lenders receive notice from Agent that a Swingline Loan has been advanced in respect of a Swingline Loandrawing under a Letter of Credit or (2) in any other circumstance, demand is made by Agent after the occurrence and during the continuance of an Event of Default, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees topurchase and receive from Agent, purchase without recourse or warranty from the Swingline Lender a risk Agent, an undivided interest and participation in such each Swingline Loan to the extent of such Lender’s Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to the product of such Lender’s Applicable Revolving Loan Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The During the Commitment Period, the Swingline Lender agrees, subject to and on in reliance upon the terms and conditions commitments of this Agreementthe Revolving Lenders set forth herein, to make revolving credit loans (the “Swingline Loans”) ), in Dollars, to the Borrower, from time to time Borrower on any Business Day during Day; provided that (i) after giving effect to any Swingline Loan (x) the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing Outstanding Amount of Swingline Loans shall not exceed FIFTY MILLION DOLLARS ($50,000,000) (as such amount may be made ifdecreased in accordance with the provisions hereof, immediately after giving effect thereto, (x) the aggregate principal amount of all “Swingline Loans then outstanding would exceed the Swingline CommitmentSublimit”), (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (z) with regard to each Revolving Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposureindividually, as it may elect in such Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its sole discretion and respective Revolving Committed Amount, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall reasonably determine that it has, or by such Credit Extension is likely to have, Fronting Exposure. Subject to Swingline Loans shall be comprised solely of Base Rate Loans, and on may be repaid and reborrowed in accordance with the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loansprovisions hereof. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation interest in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Revolving Commitment Percentage times the amount of such Swingline Loanthereof.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender may, in its sole discretion (subject to SECTION 2.15(b)), make swingline loans in Dollars (the “Swingline Loans”each such loan, a "SWINGLINE LOAN") to the Borrower, from time to time Company on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Commitment Termination Date (or, if earlier, in accordance with the Revolving Termination Date), procedures set forth in this SECTION 2.15 in an aggregate principal amount at any one time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing lesser of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal available amount of all the Revolving Commitments and (y) $25,000,000 (the "SWINGLINE COMMITMENT AMOUNT"), notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender's outstanding Revolving Loans then outstanding would and its Pro Rata Share of Letter of Credit Obligations, may exceed the Swingline Commitment, Lender's Pro Rata Share of the aggregate amount of the Revolving Commitments; PROVIDED that at no time shall the sum of (i) the Effective Amount of all outstanding Loans PLUS (ii) the Effective Amount of all Letter of Credit Obligations MINUS (iii) the lesser of (x) the Effective Amount of all Alternate Currency Loans supported by Alternate Currency Standby Letters of Credit and (y) the Revolving Effective Amount of all Letter of Credit Exposure Obligations with respect to Alternate Currency Standby Letters of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such Total Commitment Amount. Subject to the other terms and conditions hereof, the Company may borrow under this SECTION 2.15(a), prepay pursuant to SECTION 2.15(d) and reborrow pursuant to this SECTION 2.15(a) from time to time; provided further PROVIDED that (i) the Swingline Lender shall not be obligated to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreement, to make loans (set forth herein and in the “Swingline Loans”) to other Credit Documents and in reliance upon the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount agreements of the Revolving Loans made by other Lenders set forth herein, the Swingline Lender in its capacity as a shall make loans, unless (x) any Lender outstanding at such time is a Defaulting Lender hereunder and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has not entered into arrangements, including the delivery of Cash Collateral, arrangements satisfactory to the Swingline Lender (in its sole discretion) it with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the such Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to in which case the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion make loans, to the Borrower in Dollars at any time and from time to time from the Closing Date to but not including the Maturity Date for the Revolving Commitments, or such earlier date as the Revolving Commitments shall have been terminated as provided herein (each such loan, a “Swingline Loan” and collectively, the “Swingline Loans”); provided that (i) the aggregate principal amount of the Swingline Loans outstanding at any one time shall not exceed the Swingline Sublimit and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal with regard to the product of such Lender’s Applicable Percentage times Lenders collectively, the amount of such Revolving Obligations outstanding shall not exceed the Revolving Committed Amount. Prior to the Maturity Date, Swingline LoanLoans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof.

Swingline Loans. (a) The Subject to the terms and conditions set forth herein, the Swingline Lender agrees, subject to and on in reliance upon the terms and conditions agreements of the other Lenders set forth in this AgreementSection 2.04, to make loans (the “Swingline Loans”) Loans to the Borrower, Company or the European Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Availability Period; provided that no such Swingline Maturity Date (or, if earlier, Loan under the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans Credit Facility shall be made permitted if, immediately after giving effect thereto, (xi) the aggregate principal amount of all outstanding Swingline Loans then outstanding under the Revolving Credit Facility would exceed the Swingline Commitment, (y) Loan Sublimit of the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time Facility or (zii) the Aggregate aggregate Revolving Credit Exposure Exposures under the Revolving Credit Facility would exceed the aggregate total Revolving Commitments at such timeunder the Revolving Credit Facility; provided further provided, further, that (i) the Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Company and/or the European Borrower, as applicable, may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender Applicable Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such LenderApplicable Participant’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, the Swingline Lender, in reliance on the agreements of the Revolving Lenders set forth in this AgreementSection, agrees to make loans (the “Swingline Loans”) Loans to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Sublimit; provided that, after giving effect to any Swingline Loans may be made even if Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and (ii) the sum of the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount Outstanding Amount of the Revolving Loans made by of any Revolving Lender, plus such Lender’s Revolving Percentage of the Swingline Lender in its capacity as a Lender outstanding at such time and its Outstanding Amount of all L/C Exposure at Obligations, plus such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing Percentage of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount Outstanding Amount of all Swingline Loans then outstanding would shall not exceed such Lender’s Revolving Commitment and (iii) the Outstanding Amount of all Swingline Loans shall not exceed the Swingline CommitmentSublimit; provided, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further further, that (i) the Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline LoanLoan by the Swingline Lender, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times of the amount of such Swingline Loan. All Swingline Loans shall be made in Dollars.

Swingline Loans. (ai) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, each Swingline Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in this AgreementSection 2.01(c), agrees to make loans (the “Swingline Loans”) Loans to the Borrower, Borrowers in Dollars from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate aggre- gate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such timeSwingline Sublimit; providedprovided that, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretoto any Swingline Loan, (xA) the aggregate principal amount of all outstanding Revolving Credit Loans, LC Exposure and Swingline Loans then shall not exceed the Aggregate Maximum Revolving Credit Amount and (B) the sum of the aggregate principal amount of all outstanding would Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the aggregate principal amount of all outstanding Swingline Loans shall not exceed such Lender’s Maximum Revolving Credit Amount and (C) the aggregate principal amount of all outstanding Swingline Loans shall not exceed the Swingline Commitment, (y) . Within the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory foregoing limits and subject to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Borrowers may borrow, repay pre- pay and reborrow Swingline Loans. Immediately upon the making of a Swingline LoanLoan by a Swingline Lender, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the such Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times Share of the amount of such Swingline Loan. All Borrowers shall be jointly and severally liable as borrowers for all Swingline Loans regardless of which Borrower delivers a notice of borrow- ing or receives the proceeds thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject Notwithstanding anything to and on the terms and conditions of contrary contained in this Agreement, the Borrower may from time to make time request, and the Swingline 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), revolving loans which are to be funded solely by the Swingline Lender (the “Swingline Loans”); provided, however, that (i) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Swingline Loans outstanding at any time shall not exceed the Swingline Sublimit and (ii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The Swingline Lender shall give the Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Loans made 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 in its capacity as a Lender outstanding to the Agent and the other Lenders at such any time and its L/C Exposure from time to time (including at such timeany time following the occurrence of a Default) and, would exceed in any event, without notice on the Business Day immediately preceding the Maturity Date, each Lender (including the Swingline Lender’s own ) severally agrees, irrevocably and unconditionally, as provided in the first sentence of Section 2.1(a), and notwithstanding anything to the contrary contained in this Agreement, any Default or the inability or failure of the Borrower or any of its Subsidiaries to satisfy any condition precedent to funding any Loan contained in Article 8 (which conditions precedent shall not apply to this sentence), to make a Revolving Loan, in the form of a Base Rate Loan, in an amount equal to its Commitment at such time; provided, however, that no Borrowing Percentage of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all the Swingline Loans then outstanding would exceed outstanding, and the proceeds of such Revolving Loan shall be promptly paid by the Agent to the Swingline Commitment, (y) the Revolving Credit Exposure Lender and applied as a repayment of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate principal amount of the Swingline Loans then outstanding. If for any reason any Swingline Loan cannot be refinanced by such a borrowing of Revolving Commitments at such time; provided further Loans that (i) 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 be a request by the Swingline Lender that each of the Lenders fund its risk participation in the relevant Swingline Loans and each Lender’s payment to the Agent for the account of the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery be deemed payment in respect of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loanparticipation. Subject to and on the other terms and conditions provisions of this Agreement, the Borrower may borrow, repay prepay and reborrow Swingline LoansLoans hereunder. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Unless otherwise agreed in writing by the Swingline Lender a risk participation in such and the Borrower, Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline LoanLoans shall be Base Rate Loans.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, each Swingline Lender agrees to make (i) in the case of this JPMorgan, (A) Tranche One Swingline Loans and Tranche Two Swingline Loans to any UK Borrowing Subsidiary or Irish Borrowing Subsidiary denominated in Sterling or (B) Tranche One Swingline Loans and Tranche Two Swingline Loans to any Borrower that is not a US Borrowing Subsidiary denominated in Euro, and (ii) in the case of any other Swingline Lender, such Swingline Loans as it shall agree to make pursuant to its Swingline Agreement, to make loans (the “Swingline Loans”) to the Borrower, in each case from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if result in (1) the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretodenominated in Sterling exceeding £10,000,000, (x2) the aggregate outstanding principal amount of all the Swingline Loans then outstanding would exceed the Swingline Commitmentdenominated in Euro exceeding €10,000,000, (y3) the Aggregate Tranche One Revolving Credit Exposure exceeding the aggregate Tranche One Commitments, (4) the Tranche One Revolving Credit Exposure of any Lender would exceed (including a Swingline Lender) exceeding its Revolving Commitment at such time or Tranche One Commitment, (z5) the Aggregate Tranche Two Revolving Credit Exposure would exceed exceeding the aggregate Tranche Two Commitments, (6) the Tranche Two Revolving Credit Exposure of any Lender (including a Swingline Lender) exceeding its Tranche Two Commitment or (7) in the event the Maturity Date shall have been extended as provided in Section 2.23, (x) the sum of the Tranche One LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Tranche One Swingline Exposure attributable to Tranche One Swingline Loans maturing after such Existing Maturity Date exceeding the aggregate Tranche One Commitments at that shall have been extended to a date after the latest expiration date of such timeLetters of Credit and the latest maturity date of such Swingline Loans and (y) the sum of the Tranche Two LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Tranche Two Swingline Exposure attributable to Tranche Two Swingline Loans maturing after such Existing Maturity Date exceeding the aggregate Tranche Two Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans; provided further that (i) the no Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Company and the Borrowing Subsidiaries may borrow, repay prepay and reborrow Swingline Loans. Immediately upon The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the making obligations of a the Swingline Loan, each Lenders to make Swingline Loans are several and not joint and no Swingline Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the responsible for any other Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such failure to make Swingline LoanLoans as required.

Swingline Loans. (a) The Swingline Lender agrees, subject to and on the terms and subject to the conditions of this Agreementset forth herein, to make loans (a portion of the “Swingline Loans”) Revolving Commitments available to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date prior to but not including the Swingline Maturity Termination Date by making Swingline Loans to the Borrower in Dollars or Available Alternative Currencies (oreach such loan, if earliera "Swingline Loan" and collectively, the Revolving Termination Date"Swingline Loans"), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if ; provided that (i) the aggregate principal amount Dollar Amount of the Swingline Loans outstanding at any timeone time shall not exceed the Swingline Committed Amount, when added (ii) with regard to the aggregate principal amount of the Revolving Loans made by each Lender individually (other than the Swingline Lender in its capacity as a Lender such), the Dollar Amount of such Lender's outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding LC Obligations shall not at any time exceed such time Lender's Revolving Commitment Percentage of the Revolving Committed Amount, (iii) with regard to the Revolving Lenders collectively, the aggregate Dollar Amount of the Revolving Outstandings shall not exceed the Revolving Committed Amount and its L/C Exposure at (iv) the Swingline Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Termination Date. Swingline Loans may be made notwithstanding the fact that such timeSwingline Loans, would exceed when aggregated with the Swingline Lender’s own 's other Revolving Commitment at such time; providedOutstandings, howeverexceeds its Revolving Commitment. The proceeds of a Swingline Borrowing may be used, that no Borrowing in whole or in part, to refund any prior Swingline Borrowing. The Dollar Amount of all Swingline Loans shall be made if, immediately after giving effect theretodue and payable on the earliest of (A) the maturity date agreed to by the Swingline Lender and the Borrower with respect to such Swingline Loan (which maturity date shall not be a date more than seven Business Days from the date of advance thereof), (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (iB) the Swingline Lender shall not make Termination Date, (C) the occurrence of a Bankruptcy Event with respect to any Borrower or (D) the acceleration of any Loan or the termination of the Revolving Commitments pursuant to Section 8.02. With respect to any Swingline Loan if any Lender is at Loans that time a Defaulting Lenderhave not been voluntarily prepaid by the Borrower or paid by the Borrower when due under clause (ii) above, unless the Swingline Lender has entered into arrangements(by request to the Administrative Agent) or Administrative Agent at any time may, and shall at any time Swingline Loans in an amount of $1,000,000 or more shall have been outstanding for more than seven days, on one Business Day's notice, require each Revolving Lender, including the delivery Swingline Lender, and each such Lender hereby agrees, subject to the provisions of Cash Collateralthis Section 2.01(b), satisfactory to make a Revolving Loan to the Borrower (which shall be initially funded as a Base Rate Loan) in an amount equal to such Lender's Revolving Commitment Percentage of the Dollar Amount of the Swingline Loans ("Refunded Swingline Loans") outstanding on the date notice is given; provided that on the date on which any Refunded Swingline Loans that are Alternative Currency Loans are repaid with the proceeds of Revolving Loans made or deemed to be made by the Lenders (other than the Swingline Lender), any such Refunded Swingline Loans shall automatically be converted into Loans made in Dollars. In the case of Revolving Loans made by Lenders other than the Swingline Lender under clause (iii) above, each such Revolving Lender shall make the Dollar Amount of its Revolving Loan available to the Administrative Agent, in Dollars in same day funds, at the Administrative Agent's Office, not later than 1:00 P.M. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swingline Lender (in its sole discretionand not to any Borrower) with and applied to repay the Borrower or Refunded Swingline Loans. On the day such Defaulting Lender to eliminate Revolving Loans are made, the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to 's Revolving Commitment Percentage of the Defaulting Lender arising from either the Refunded Swingline Loan then proposed Loans shall be deemed to be paid with the proceeds of a Revolving Loan made or that the Swingline Loan and all other Swingline Loans as to which by the Swingline Lender has actual or potential Fronting Exposureand such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as Swingline Loans and shall instead be outstanding as Revolving Loans. Upon receipt by Caxxxxxxx xf prior written notice from the Administrative Agent, as it may elect Caxxxxxxx xuthorizes the Administrative Agent and the Swingline Lender to charge any Borrower's account with the Administrative Agent (up to the amount available in its sole discretion and (iisuch account) in order to pay immediately to the Borrower shall Swingline Lender the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders, including amounts deemed to be received from the Swingline Lender, are not use the proceeds of any Swingline Loan sufficient to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow in full such Refunded Swingline Loans. Immediately upon If any portion of any such amount paid (or deemed to be paid) to the Swingline Lender should be recovered by or on behalf of any Borrower from the Swingline Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by Section 2.14. A copy of each notice given by the Swingline Lender pursuant to this Section 2.01(b) shall be promptly delivered by the Swingline Lender to the Administrative Agent and the Borrower. Upon the making of a Revolving Loan by a Revolving Lender pursuant to this Section 2.01(b), the amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swingline LoanLoans. If as a result of any Bankruptcy Event, Revolving Loans are not made pursuant to this Section 2.01(b) sufficient to repay any amounts owed to the Swingline Lender as a result of a nonpayment of outstanding Swingline Loans, each Revolving Lender agrees to purchase, and shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such outstanding Swingline Loan Loans in an amount equal to its Revolving Commitment Percentage of the product unpaid Dollar Amount together with accrued interest thereon. Upon one Business Day's notice from the Swingline Lender, each Revolving Lender shall deliver to the Swingline Lender an amount in Dollars equal to its respective Participation Interest in such Swingline Loans in same day funds at the office of the Swingline Lender specified on Schedule 10.02. In order to evidence such Lender’s Applicable Percentage times Participation Interest each Revolving Lender agrees to enter into a participation agreement at the request of the Swingline Lender in form and substance reasonably satisfactory to all parties. In the event any Revolving Lender fails to make available to the Swingline Lender the amount of such Revolving Lender's Participation Interest as provided in this Section 2.01(b)(vi), the Swingline LoanLender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the customary rate set by the Swingline Lender for correction of errors among banks in New York City for one Business Day and thereafter at the Base Rate plus the then Applicable Margin for Base Rate Loans. Each Revolving Lender's obligation to make Revolving Loans pursuant to clause (iv) above and to purchase Participation Interests in outstanding Swingline Loans pursuant to clause (vi) above shall be absolute and unconditional and shall not be affected by any circumstance, including (without limitation) (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have against the Swingline Lender or any Borrower, (ii) the occurrence or continuance of a Default or an Event of Default or the termination or reduction in the amount of the Revolving Commitments after any such Swingline Loans were made, (iii) any adverse change in the condition (financial or otherwise) of any Borrower or any other Person, (iv) any breach of this Agreement or any other Loan Document by any Borrower or any other Lender, (v) whether any condition specified in Article IV is then satisfied or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the forgoing. If such Lender does not pay such amount forthwith upon the Swingline Lender's demand therefor, and until such time as such Lender makes the required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of such unpaid Participation Interest for all purposes of the Loan Documents other than those provisions requiring the other Lenders to purchase a participation therein. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swingline Lender to fund Swingline Loans in the amount of the Participation Interest in Swingline Loans that such Lender failed to purchase pursuant to this Section 2.01(b)(vi) until such amount has been purchased (as a result of such assignment or otherwise).

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions hereof, the Swingline Lender may, in its sole discretion, make a portion of this Agreement, the Revolving Credit Commitments available to make the Company by making swingline loans (the “Swingline Loans”each such loan, a "SWINGLINE LOAN") to the Borrower, from time to time Company on any Business Day during the period from the Closing Date Time of Merger to but not including the Swingline Revolving Credit Loan Maturity Date (or, if earlier, in accordance with the Revolving Termination Date), procedures set forth in this Section 2.5 in an aggregate principal amount at any one time outstanding not exceeding to exceed the Swingline Commitment. Swingline Loans may be made even if lesser of (i) the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal available amount of the Revolving Loans made by Credit Commitments, (ii) the Borrowing Base and (iii) $25,000,000, notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender in its capacity as a Lender Lender's outstanding at such time and its L/C Exposure at such timeRevolving Credit Loans, would may exceed the Swingline Lender’s own 's Revolving Commitment Credit Percentage of the aggregate amount of the Revolving Credit Commitments; provided that (A) at such time; providedno time shall the sum of the Effective Amount of all Swingline Loans, howeverRevolving Credit Loans and L/C Obligations exceed the aggregate amount of the Revolving Credit Commitments, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, and (xB) the aggregate principal amount Effective Amount of the Revolving Credit Loans owed to any Lender plus such Lender's Revolving Credit Percentage of the Effective Amount of all Swingline Loans then outstanding would plus such Lender's Revolving Credit Percentage of the Effective Amount of all L/C Obligations shall not exceed the Swingline Commitment, lesser of (y1) the such Lender's Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at and (2) such time or (z) the Aggregate Lender's Revolving Credit Exposure would exceed Percentage of the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline LoanBorrowing Base. Subject to and on the other terms and conditions of this Agreementhereof, the Borrower Company may borrowborrow under this Section 2.5(a), repay prepay pursuant to Section 2.5(d) and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal pursuant to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.this

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein (including Section 2.22), in reliance upon the agreements of the other Lenders set forth in this AgreementSection 2.04, the Swingline Lender agrees to make loans (the “Swingline Loans”) Loans to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period denominated in Dollars, in an aggregate principal amount at any time outstanding that will not exceeding result in (i) the Swingline Commitment. outstanding Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in exceeding its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, or (xii) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed Exposures exceeding the aggregate Revolving Commitments at such time; Commitments, provided further that (i) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and re-borrow Swingline Loans. (b) To request a Swingline Loan, the Borrower shall notify the First Lien Administrative Agent and the Swingline Lender of such request by telephone (confirmed in writing) or facsimile (confirmed by telephone), not later than 12:00 p.m., New York City time on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan 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 (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 LC Disbursement. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit accounts of the Borrower maintained with the Swingline Lender for the applicable Swingline Loan (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. No Swingline Lender shall be under any obligation to make a Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (if after giving effect to Section 2.18(a)(iv2.22(a)(iv)) with respect to the , any Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline LoanExposure remains outstanding.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, each Swingline Lender agrees to make loans (the “Swingline Loans”) Loans to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date Availability Period applicable to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Facility, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender result in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all outstanding Swingline Loans then outstanding would exceed exceeding the Swingline Commitment, Commitment or (y) the Revolving Facility Credit Exposure of any Lender would exceed its exceeding the total Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such timeFacility Commitments; provided further that (i) the no Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline LoanBorrowing. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon From the making Fifth Amendment Effective Date to the Revolving Facility Maturity Date of a the Original Maturity Revolving Facility, participations in Swingline LoanLoans shall be allocated in accordance with the aggregate Revolving Facility Commitment (including both the Original Maturity Revolving Facility Commitments and the Extended Maturity Revolving Facility Commitments); provided that, notwithstanding the foregoing, participations in any Swingline Loans that are made on or after the tenth Business Day before the Revolving Facility Maturity Date shall be allocated to the Extended Maturity Revolving Facility Lenders ratably in accordance with their Extended Maturity Revolving Facility Commitments. On the Revolving Facility Maturity Date of the Original Maturity Revolving Facility, the pro rata share of the outstanding amount of Swingline Loans of each Original Maturity Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal reallocated to the product Extended Maturity Revolving Facility Lenders ratably in accordance with their Extended Maturity Revolving Facility Commitments but in any case, only to the extent the sum of such Lender’s Applicable Percentage times the pro rata share of the outstanding amount of such Swingline LoanLoans of the Original Maturity Revolving Facility Lenders and Extended Maturity Revolving Facility Lenders does not exceed the total Extended Maturity Revolving Facility Commitments. If the reallocation described in the preceding sentence cannot, or can only partially, be effected as a result of the limitations set forth herein, the Borrower shall within one Business Day, repay Swingline Loans the participation interests in which cannot be reallocated to Extended Maturity Revolving Facility Lenders pursuant to the prior sentence.

Swingline Loans. (a) The Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Swingline Lender agrees, subject to severally and on the terms not jointly, at any time and conditions of this Agreement, to make loans (the “Swingline Loans”) to the Borrower, from time to time on any and after the Effective Date and until the earlier of the Business Day during immediately preceding the period from Revolving Credit Maturity Date and the Closing Date to but not including termination of the Swingline Maturity Date Commitment of such Swingline Lender, (ori) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) in Dollars on the basis of quoted interest rates (each, if earlier, a “Quoted Swingline Rate”) furnished by such Swingline Lender from time to time in its discretion to such Swingline Borrower (through the Revolving Termination Date), Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans (“ABR Swingline Loans”) in Dollars to any Swingline Borrower bearing interest at a rate equal to the Alternate Base Rate plus the Applicable Margin in an aggregate principal amount at any time outstanding (in the case of this clause (ii)) not exceeding the to exceed such Swingline Lender’s Swingline Commitment; provided, that after giving effect to each Swingline Loan, the Total Facility Exposure shall not exceed the Total Commitment then in effect. Swingline Loans may be made even if the The aggregate outstanding principal amount of the Quoted Swingline Loans outstanding at of any timeSwingline Lender, when added to the aggregate outstanding principal amount of the Revolving 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 Loans exceed the aggregate Swingline Commitments 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 Lender Lenders ratably in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the accordance with their respective Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Percentages. The Swingline Loans shall be made if, immediately after giving effect thereto, (x) the in a minimum aggregate principal amount of all $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to the remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan to be made by it available to any Swingline Borrower by means of a credit to the general deposit account of such Swingline Borrower with the Administrative Agent or 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 then outstanding would exceed on or after the Swingline Commitment, (y) Effective Date and prior to the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or Maturity Date (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to earlier date on which the Swingline Lender has actual or potential Fronting Exposure, as it may elect Commitments shall terminate in its sole discretion and (iiaccordance herewith) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal subject to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanconditions and limitations set forth herein.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the U.S. Swingline Lender agrees to make U.S. Swingline loans in Dollars (individually, a “U.S. Swingline Loan” and collectively, the “U.S. Swingline Loans”) to the Borrower, U.S. Borrower from time to time on any Business Day during the period from following the Closing Date and prior to but not including the Swingline Maturity Date (or, if earlier, the Revolving Credit Termination Date), Date for the U.S. Revolving Facility in an aggregate principal amount at any time outstanding not exceeding accordance with the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender procedures set forth in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such timethis Section 2.03; provided, however, provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all U.S. Swingline Loans then outstanding would shall not exceed $150.0 million (the “U.S. Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of U.S. Swingline Loans may not exceed the Swingline Commitment, (y) aggregate amount of the U.S. Available Revolving Credit of all U.S. Revolving Lenders immediately prior to such borrowing or result in the Revolving Credit Exposure of any Lender would exceed its Outstandings under all Revolving Commitment at such time or Facilities then outstanding exceeding the Revolving Commitments then in effect under all Revolving Facilities, (ziii) in no event may U.S. Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing and (iv) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the U.S. Swingline Lender shall not be obligated to make any U.S. Swingline Loan Loans if any U.S. Revolving Lender is at that time then a Defaulting Lender, unless the U.S. Swingline Lender has entered into arrangementsis satisfied that the related exposure will be 100% covered by the U.S. Revolving Commitments of non-Defaulting Lenders and participating interests in any such newly made U.S. Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.04(n) (and Defaulting Lenders shall not participate therein). Amounts borrowed under this Section 2.03 may be repaid and, including up to but excluding the delivery Revolving Credit Termination Date for the latest maturing U.S. Revolving Commitments under the U.S. Revolving Facility, reborrowed. All U.S. Swingline Loans shall at all times be Base Rate Loans. The U.S. Borrower shall give the U.S. Swingline Lender and the Agent notice of Cash Collateralany U.S. Swingline Loan requested hereunder (which notice must be received by the U.S. Swingline Lender and the Agent prior to 1:00 p.m., satisfactory New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, (B) the requested Borrowing Date and (C) the account or accounts in to which the proceeds of such U.S. Swingline Loans are to be deposited. Not later than 3:00 p.m., New York City time, on the Borrowing Date specified in such notice, the U.S. Swingline Lender shall make such U.S. Swingline Loan available to the Agent for the account of the U.S. Borrower at the Agent’s Office in funds immediately available to the Agent. Amounts so received by the Agent will promptly be made available to the U.S. Borrower by the Agent crediting the account of the U.S. Borrower on the books of such office with the amount made available to the Agent by the U.S. Swingline Lender (or, in its sole discretionthe case of a U.S. Swingline Loan made to finance the reimbursement of a Revolving LC Disbursement as provided in Section 2.04(e), by remittance to the Issuing Bank) and in like funds as received by the Agent. Each Borrowing of U.S. Swingline Loans pursuant to this Section 2.03 shall be in a minimum principal amount of $500,000 or an integral multiple of $100,000 in excess thereof. Subject to the terms and conditions hereof, the Canadian Swingline Lender agrees to make swingline loans in Canadian Dollars (individually, a “Canadian Swingline Loan” and collectively, the “Canadian Swingline Loans”) to the Canadian Borrower from time to time following the Amendment No. 3 Effective Date and prior to the Revolving Credit Termination Date for the Canadian Revolving Facility in accordance with the Borrower or such Defaulting Lender to eliminate procedures set forth in this Section 2.03; provided that (i) the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and aggregate principal amount of all other Canadian Swingline Loans as to which shall not exceed the Dollar Equivalent of $10.0 million (the “Canadian Swingline Lender has actual or potential Fronting ExposureSublimit”) at any one time outstanding, as it may elect in its sole discretion and (ii) the principal amount of any borrowing of Canadian Swingline Loans may not exceed the aggregate amount of the Canadian Revolving Available Credit of all Canadian Revolving Lenders immediately prior to such borrowing or result in the Revolving Credit Outstandings under all Revolving Facilities then outstanding exceeding the Revolving Commitments then in effect under all Revolving Facilities, (iii) in no event may Canadian Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing and (iv) the Canadian Swingline Lender shall not be obligated to make Canadian Swingline Loans if any Canadian Revolving Lender is then a Defaulting Lender, unless the Canadian Swingline Lender shall be satisfied that the related exposure will be 100% covered by the Canadian Revolving Commitments of the non-Defaulting Lender and participating interests in any such newly made Canadian Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.04(n) (and Defaulting Lenders shall not participate therein). Amounts borrowed under this Section 2.03 may be repaid and, up to but excluding the Revolving Credit Termination Date for the Canadian Revolving Facility, reborrowed. All Canadian Swingline Loans shall at all times be Canadian Base Rate Loans. The Canadian Borrower shall not use give the Canadian Swingline Lender and the Agent notice of any Canadian Swingline Loan requested hereunder (which notice must be received by the Canadian Swingline Lender and the Agent prior to 1:00 p.m., New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, (B) the requested Borrowing Date and (C) the account or accounts in to which the proceeds of any such Swingline Loans are to be deposited. Not later than 3:00 p.m., New York City time, on the Borrowing Date specified in such notice, the Canadian Swingline Lender shall make such Canadian Swingline Loan available to refinance any outstanding Swingline Loanthe Agent for the account of the Canadian Borrower at the Agent’s Office in funds immediately available to the Agent. Subject Amounts so received by the Agent will promptly be made available to and the Canadian Borrower by the Agent crediting the account of the Canadian Borrower on the terms and conditions books of this Agreementsuch office with the amount made available to the Agent by the Canadian Swingline Lender (or, in the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Canadian Swingline LoanLoan made to finance the reimbursement of a Revolving LC Disbursement as provided in Section 2.04(e), each Lender by remittance to the Issuing Bank) and in like funds as received by the Agent. Each Borrowing pursuant to this Section 2.03 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline LoanC$500,000 or an integral multiple of C$100,000 in excess thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Bank severally agrees to make a portion of the Aggregate Commitment available to the Company by making swingline loans (individually, a "Swingline Loan"; collectively, the “"Swingline Loans”") to the Borrower, from time to time Company on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Date in accordance with the procedures set forth in this Section in an aggregate principal amount at any one time outstanding not exceeding to exceed $20,000,000, notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Syndicated Loans and its Pro Rata Share of the L/C Obligations, may exceed the Swingline Bank's Commitment (the amount of such commitment of the Swingline Bank to make Swingline Loans to the Company pursuant to this subsection 2.10(a), as the same shall be reduced pursuant to subsection 2.7(b) or as a result of any assignment pursuant to Section 11.8, the Swingline Bank's "Swingline Commitment"); provided, that at no time shall (i) the sum of the Effective Amount of all Swingline Loans plus the Effective Amount of all Syndicated Loans plus the Effective Amount of all L/ C Obligations exceed the Aggregate Commitment, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than four Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any one time. Within the foregoing limits, when added and subject to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementhereof, the Borrower Company may borrowborrow under this subsection 2.10(a), repay prepay pursuant to subsection 2.6 and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal pursuant to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanthis subsection 2.10(a).

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make a portion of the combined Revolving Credit Commitments available to the Borrower by making swingline loans (individually, a "Swingline Loan"; collectively, the “"Swingline Loans”") to the Borrower, from time to time Borrower on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Date in accordance with the procedures set forth in this Section in an aggregate principal amount at any one time outstanding not exceeding to exceed $8,000,000, notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Commitment. Swingline Loans Lender's outstanding Revolving Credit Loans, may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own 's Revolving Credit Commitment at (the amount of such timecommitment of the Swingline Lender to make Swingline Loans to the Borrower pursuant to this subsection 2.17(a), as the same shall be reduced pursuant to subsection 2.7(d) or as a result of any assignment pursuant to Section 11.8 is referred to herein as the Swingline Lender's "Swingline Commitment"); provided, however, that at no Borrowing of Swingline Loans time shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount sum of the Effective Amount of all Swingline Loans, plus the Effective Amount of all Revolving Credit Loans, plus the Effective Amount of all L/C Obligations exceed the combined Revolving Credit Commitments, or (ii) the Effective Amount of all Swingline Loans then outstanding would exceed the Swingline Commitment; and provided, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lenderfurther, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and Commitment is a part of the combined Revolving Credit Commitments, rather than a separate, independent commitment. Except as otherwise provided in subsection 2.9(c), all other Swingline Loans as shall at all times bear interest at a rate per annum equal to which the Swingline Lender has actual or potential Fronting ExposureBase Rate plus the Applicable Margin for Base Rate Loans. Within the foregoing limits, as it may elect in its sole discretion and (ii) subject to the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the other terms and conditions of this Agreementhereof, the Borrower may borrowborrow under this subsection 2.17(a), repay prepay pursuant to Section 2.6, and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal pursuant to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanthis subsection 2.17(a).

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, each Swingline Lender agrees to make loans (the “Swingline Loans”) Loans denominated in US Dollars to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to result in (i) the aggregate principal amount of the outstanding Swingline Loans of such Swingline Lender exceeding its Swingline Commitment, (ii) such Swingline Lender’s US Dollar Tranche Revolving Exposure exceeding its US Dollar Tranche Revolving Commitment, (iii) the Aggregate US Dollar Tranche Revolving Exposure exceeding the aggregate US Dollar Tranche Revolving Commitments, (iv) the sum of the Aggregate Revolving Exposure plus the total Competitive Loan Exposures exceeding the total Revolving Commitments or (v) in the event the Revolving Maturity Date shall have been extended as provided in Section 2.10(d), (A) the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Revolving Maturity Date exceeding the total US Dollar Tranche Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans or (B) the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date, the Competitive Loan Exposure attributable to Competitive Loans maturing after such Existing Revolving Maturity Date and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Revolving Maturity Date exceeding the total Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Competitive Loans and such Swingline Loans; provided that (1) no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Loan and (2) each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lender Lenders ratably in its capacity as a Lender outstanding at such time accordance with their Swingline Commitments. Within the foregoing limits and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory subject to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the making Swingline Commitments of a the Swingline Loan, each Lenders are several and no Swingline Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the responsible for any other Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such failure to make Swingline LoanLoans as required.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementherein set forth, the Swingline Lender agrees to make loans (the “Swingline Loans”) to the Borrower, Borrowers at any time and from time to time time, on any Business Day during the period from or after the Closing Date and, subject to but not including the Swingline last sentence of this Section 2.22(a), until the earlier of the applicable Revolving Credit Maturity Date (or, if earlier, and the termination of the applicable Revolving Termination Date)Credit Commitments, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender result in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans then outstanding would exceed exceeding $25,000,000 in the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time aggregate or (zii) the Aggregate Revolving Credit Exposure would exceed exceeding the aggregate Total Revolving Commitments at such timeCredit Commitment then in effect; provided further that (i) notwithstanding the foregoing, the Swingline Lender shall not be obligated to make any Swingline Loan if any Loans at a time when a Revolving Credit Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, arrangements reasonably satisfactory to it and the Swingline Lender (in its sole discretion) with the Parent Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) risk with respect to the Defaulting Lender arising from either Lender’s participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of Swingline Loans. Each Swingline Loan then proposed shall be denominated in dollars and shall be in a principal amount that is a minimum amount of $500,000 and integral multiple of $100,000 in excess thereof. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the foregoing limits, the Borrowers may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. For the avoidance of doubt, (i) all Borrowings of Swingline Loans five (5) Business Days prior to the Non-Extended Revolving Credit Maturity Date shall be made, and deemed to be made or that made, ratably among the Swingline Loan Non-Extending Revolving Credit Lenders and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting ExposureExtending Revolving Credit Lenders, as it may elect in its sole discretion and (ii) all Borrowings of Swingline Loans prior to the Extended Revolving Credit Maturity Date but on or after five (5) Business Days prior to the Non-Extended Revolving Credit Maturity Date shall be made, and deemed to be made, ratably among the Extending Revolving Credit Lenders. The relevant Borrower shall notify the Swingline Lender by fax, or by telephone (promptly confirmed by fax), not use later than 12:30 p.m. on the proceeds day of any Swingline Loan to refinance any outstanding a proposed Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender Such notice shall be deemed todelivered on a Business Day, shall be irrevocable and hereby irrevocably shall refer to this Agreement and unconditionally agrees to, purchase from shall specify the Swingline Lender requested date (which shall be a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the Business Day) and amount of such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to such requesting Borrower by means of a credit to an account designated by the relevant Borrower promptly on the date such Swingline Loan is so requested. Each Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or fax notice by such Borrower (or telephone notice promptly confirmed by written, or fax notice) to the Swingline Lender before 12:30 p.m. on the date of prepayment at the Swingline Lender’s address for notices specified in Section 9.01; provided that any such notice delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a). The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m. on any Business Day require the Revolving Credit 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 Credit Lenders will participate. The Administrative Agent will, promptly upon receipt of such notice, give notice to each Revolving Credit Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan. In furtherance of the foregoing, each Revolving Credit 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 Revolving Credit Lender’s Pro Rata Percentage of such Swingline Loan. Each Revolving Credit Lender acknowledges and agrees that, subject to the express provisions of Section 2.09(d), 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 an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) 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 Revolving Credit Lenders. The Administrative Agent shall notify the Parent 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 relevant Borrower (or other party on behalf of the Borrowers) 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 and be distributed 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. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the relevant Borrower (or other party liable for obligations of the Borrowers) of any default in the payment thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, each Swingline Lender agrees to make (i) in the case of this JPMorgan, (A) Tranche One Swingline Loans and Tranche Two Swingline Loans to any UK Borrowing Subsidiary or Irish Borrowing Subsidiary denominated in Sterling or (B) Tranche One Swingline Loans and Tranche Two Swingline Loans to any Borrower that is not a US Borrowing Subsidiary denominated in Euro, and (ii) in the case of any other Swingline Lender, such Swingline Loans as it shall agree to make pursuant to its Swingline Agreement, to make loans (the “Swingline Loans”) to the Borrower, in each case from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if result in (1) the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretodenominated in Sterling exceeding £10,000,000, (x2) the aggregate outstanding principal amount of all the Swingline Loans then outstanding would exceed the Swingline Commitmentdenominated in Euro exceeding €10,000,000, (y3) the Aggregate Tranche One Revolving Credit Exposure exceeding the aggregate Tranche One Commitments, (4) the Tranche One Revolving Credit Exposure of any Lender would exceed (including a Swingline Lender) exceeding its Revolving Commitment at such time or Tranche One Commitment, (z5) the Aggregate Tranche Two Revolving Credit Exposure would exceed exceeding the aggregate Tranche Two Commitments or (6) the Tranche Two Revolving Commitments at such timeCredit Exposure of any Lender (including a Swingline Lender) exceeding its Tranche Two Commitment; provided further that (i) the no Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline Loan. Subject Each Swingline Loan will reduce availability under the applicable Tranche on a dollar-for-dollar basis, based on the US Dollar Equivalent of such Swingline Loan. Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Company and the Borrowing Subsidiaries may borrow, repay prepay and reborrow Swingline Loans. Immediately upon The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the making obligations of a the Swingline Loan, each Lenders to make Swingline Loans are several and not joint and no Swingline Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the responsible for any other Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such failure to make Swingline LoanLoans as required.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make swingline loans (individually, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower, Borrower from time to time on any Business Day during the period from Revolving Credit Commitment Period in accordance with the Closing Date to but not including the Swingline Maturity Date procedures set forth in this Section 2.04, provided that (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans then outstanding would shall not exceed $20.0 million (the “Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the Swingline Commitment, (y) aggregate amount of the Available Revolving Credit Exposure Commitments of any Lender would exceed its all Revolving Commitment at Lenders immediately prior to such time borrowing or (z) result in the Aggregate Revolving Credit Exposure would exceed then outstanding exceeding the Total Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Loans be borrowed hereunder if (A)(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 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 Revolving Commitments at amount of such borrowing. Not later than 2:00 p.m., New York City time; provided further that (i) , on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of the Borrower at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including office of the delivery Administrative Agent set forth in Section 10.01 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 Cash Collateral, satisfactory the Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Swingline LoanLoan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), each Lender by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make swingline loans in Dollars (individually, a "Swingline Loan" and collectively, the “"Swingline Loans”") to the Borrower, any Borrower from time to time on any Business Day during the period from Revolving Credit Commitment Period in accordance with the Closing Date to but not including the Swingline Maturity Date (orprocedures set forth in this Section 2.04, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans then outstanding would shall not exceed $100,000,000 at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the Swingline Commitment, (y) aggregate amount of the Available Revolving Credit Exposure Commitments of any Lender would exceed its Revolving Commitment at all Lenders immediately prior to such time borrowing or (z) result in the sum of the Aggregate Revolving Credit Exposure would exceed and the Competitive Loan Exposure then outstanding exceeding the aggregate Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Loans be borrowed hereunder if (x) an Event of Default or Event of Termination shall have occurred and be continuing and (y) such Event of Default or Event of Termination shall not have been subsequently cured or waived. Amounts borrowed by any Swingline Borrower 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 relevant Swingline 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 1:00 p.m., New York City time; provided further that (i) , on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of the relevant Swingline Borrower at that time a Defaulting Lender, unless the office of the Administrative Agent set forth in Section 10.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the relevant Swingline Borrower by the Administrative Agent crediting the account of such Swingline Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender has entered into arrangements, including and in like funds as received by the delivery of Cash Collateral, satisfactory Administrative Agent. Each borrowing pursuant to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to this Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender 2.04 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline Loan$1,000,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, at any time from the Second A&R Effective Date until the Revolving Maturity Date, each Swingline Lender severally agrees to make Swingline Loans, denominated in dollars, to make loans (the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Borrower in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to result in (i) the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretoexceeding $15,000,000, (xii) the aggregate principal amount of all outstanding Swingline Loans then outstanding would exceed the made by such Swingline Lender exceeding such Swingline Lender’s Swingline Commitment, (yiii) the such Swingline Lender’s Revolving Credit Exposure of any Lender would exceed its exceeding such Swingline Lender’s Revolving Commitment at such time (in its capacity as a Lender) or (ziv) the Aggregate Revolving Credit Exposure would exceed exceeding the aggregate Aggregate Revolving Commitments at such timeCommitment; provided further that (iA) the no Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline LoanLoan and (B) each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lenders ratably in accordance with their respective Swingline Commitments. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the making Swingline Commitments of a the Swingline Loan, each Lenders are several and no Swingline Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the responsible for any other Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such failure to make Swingline LoanLoans as required.

Swingline Loans. (ai) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, the Swingline Lender, in reliance on the agreements of the Lenders set forth in this AgreementSection, agrees to make loans (the “Swingline Loans”) Loans to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Commitment Period, in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. ; provided that, after giving effect to any Swingline Loans may be made even if Loan, (1) the aggregate principal amount Total Extensions of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would Credit shall not exceed the Swingline Total Commitments and (2) the Extensions of Credit of any Lender shall not exceed such Lender’s own Revolving Commitment at such timeCommitment; provided, howeverfurther, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline LoanLoan by the Swingline Lender, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Revolving Credit Percentage times of the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline. Subject to the terms and conditions set forth herein during the Swingline Availability Period, the Swingline Lender agrees, subject to and on in reliance upon the terms and conditions agreements of the Committed Lenders set forth in this AgreementSection 2.07, to make loans (the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period Availability Period, to make loans (each such loan, a "Swingline Loan") in Dollars to the Borrower Parties at any time and from the Closing Date time to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), time in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such timeSublimit; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all to any Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of Loan or purchase or funding any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that risk participations therein: (i) the Swingline Lender Principal Obligation shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless exceed the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and Available Commitment; (ii) no Committed Lender's Revolving Credit Exposure shall exceed such Committed Lender's Commitment (minus any amounts funded in respect of a Loan hereunder (but not used to fund such Loan and accordingly not included in the Principal Obligation) by any such Committed Lender as a Liquidity Provider under a Liquidity Agreement); (iii) the Principal Obligation of each Lender Group shall not exceed such Lender Group's Lender Group Limit; and (iv) the Swingline Obligation shall not exceed the Swingline Sublimit; and provided, further, that the Borrower Parties shall not not: (A) use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan; or (B) except with the approval of the Swingline Lender, request more than two (2) Swingline Loans during any given week. Subject Within the foregoing limits, and subject to and on the other terms and conditions of this Agreementhereof, the Borrower Parties may borrowborrow under this Section 2.07, repay prepay under Section 3.05, and reborrow re-borrow under this Section 2.07. Each Swingline LoansLoan shall bear interest payable in arrears on the outstanding principal amount thereof, from the applicable Borrowing date thereof to the date of payment of such Swingline Loan, at a rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate Loans and shall only be made in Dollars. Immediately upon the making of a Swingline Loan, each Committed Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Committed Lender’s 's Applicable Percentage times of the principal amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, each Swingline Lender agrees to make loans (the “Swingline Loans”) Loans denominated in US Dollars to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender result in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lendersum of the total US Dollar Tranche Revolving Exposures exceeding the total US Dollar Tranche Revolving Commitments, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower sum of the total Revolving Exposures plus the total Competitive Loan Exposures exceeding the total Revolving Commitments or (iii) in the event the Revolving Maturity Date shall not use have been extended as provided in Section 2.10(d), (A) the proceeds sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Revolving Maturity Date exceeding the total US Dollar Tranche Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans or (B) the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date, the Competitive Loan Exposure attributable to Competitive Loans maturing after such Existing Revolving Maturity Date and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Revolving Maturity Date exceeding the total Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Competitive Loans and such Swingline Loans; provided that no Swingline Lender shall make a Swingline Loan to refinance any an outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon The Borrower may request any Swingline Loan from one or more of the making Swingline Lenders, subject only to the limitation that the outstanding Swingline Loans of a any Swingline Loan, Lender shall at no time exceed its Swingline Commitment. The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the Swingline Commitment of each Swingline Lender are several and no Swingline Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the responsible for any other Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such failure to make Swingline LoanLoans as required.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make swingline loans (individually, a "Swingline Loan" and collectively, the “"Swingline Loans”") to the Borrower, Borrower from time to time on any Business Day during the period from Revolving Credit Commitment Period in accordance with the Closing Date to but not including the Swingline Maturity Date procedures set forth in this Section 2.05; provided that (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans then outstanding would shall not exceed $15.0 million at any one time outstanding, (ii) the principal amount of any Borrowing of Swingline Loans may not exceed the Swingline Commitment, (y) aggregate amount of the Available Revolving Credit Exposure Commitments of any Lender would exceed its all Revolving Commitment at Lenders immediately prior to such time Borrowing or (z) result in the Aggregate Revolving Credit Exposure would exceed then outstanding exceeding the Total Revolving Credit Commitments then in effect, and (iii) 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 2.05 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 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 Revolving Commitments at amount of such Borrowing. Not later than 2:00 p.m., New York City time; provided further that (i) , on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of the Borrower at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including office of the delivery Administrative Agent set forth in Section 10.01 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 Cash Collateral, satisfactory the Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Swingline LoanLoan made to finance the reimbursement of an LC Disbursement as provided in Section 2.07(e), each Lender by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.05 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. In order to reduce the frequency of transfers of funds from Lenders to Agent for making Revolving Credit Loans and for so long as no Default or Event of Default exists, Agent shall be permitted (abut not required) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans Revolving Credit Loans to Borrower upon request by Borrower (the such Revolving Credit Loans to be designated as “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if provided that the aggregate principal amount of Swingline Loans outstanding at any time, time will not (i) exceed Three Million Dollars ($3,000,000); (ii) when added to the aggregate principal amount of Agent’s other Revolving Credit Loans then outstanding plus Agent’s Revolving Loan Percentage of the LC Amount, exceed Agent’s Revolving Loans made by Credit Commitment; or (iii) when added to the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline other Revolving Credit Loans then outstanding would plus the LC Amount, exceed the Swingline CommitmentBorrowing Base. Within the foregoing limits, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon All Swingline Loans shall be treated as Revolving Credit Loans for purposes of this Agreement, except that (a) all Swingline Loans shall be included within the making Base Rate Revolving Portion 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 Loan has been advanced in respect of a Swingline Loandrawing under a Letter of Credit or LC Guaranty or (2) in any other circumstance, demand is made by Agent during the continuance of an Event of Default, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees topurchase and receive from Agent, purchase without recourse or warranty from the Swingline Lender a risk Agent, an undivided interest and participation in such each Swingline Loan to the extent of such Lender’s Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to the product of such Lender’s Applicable Revolving Loan Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make swingline loans (each, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower, Borrower from time to time on any Business Day during the period from Revolving Credit Commitment Period in accordance with the Closing Date to but not including the Swingline Maturity Date procedures set forth in this Section 2.04; provided that (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans shall not exceed $25,000,000 (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 then Available Revolving Credit Commitments immediately prior to such borrowing or result in the Total Revolving Credit Exposure then outstanding would exceed exceeding the Total Revolving Credit Commitments then in effect, and (iii) in no event may Swingline CommitmentLoans be borrowed hereunder if a Default shall have occurred and be continuing. Amounts borrowed under this Section 2.04 may be repaid and, (y) up to but excluding the Revolving Credit Exposure 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 the amount to be borrowed and the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the Swingline Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed of the aggregate Revolving Commitments at amount of such borrowing. Not later than 2:00 p.m., New York City time; provided further that (i) , on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of Borrower at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including New York office of the delivery Administrative Agent specified in Section 9.01 in Dollars immediately available to the Administrative Agent. Amounts so received by the Administrative Agent shall promptly be made available to Borrower by the Administrative Agent crediting the account of Cash Collateral, satisfactory Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Swingline LoanLoan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), each Lender by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreement, the Swingline Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth herein, to make revolving credit loans (the “Swingline Loans”) to the Borrower, Borrower from time to time on any Business Day during the period from and including the Closing Date to Date, to, but not including the Swingline Maturity Date (or, if earlierexcluding, the Revolving Termination Date), Date in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Sublimit; provided, however, that after giving effect to any Swingline Loans may be made even if Loan, that the aggregate principal amount Swingline Lender shall not have any obligation to make a Swingline Loan if: (i) a Default or Event of Default exists or would result from the making of such Swingline Loans Loan, (ii) the sum of outstanding at any time, when added to the aggregate principal amount of the Revolving Swingline Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed plus the Swingline Lender’s own pro rata share of Letter of Credit Outstandings and Revolving Loans based on the Revolving Lender’s Applicable Revolving Commitment at such time; providedPercentage would exceed that Revolving Lender’s Revolving Loan Commitment, however, that no Borrowing or (iii) the sum of outstanding Revolving Loans made by all Revolving Lenders plus all Letter of Credit Outstandings and Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, lesser of (yA) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that of all Revolving Lenders and (iB) the Borrowing Base. Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery Loans will be comprised solely of Cash Collateral, satisfactory to the Swingline Lender (Base Rate Loans and may be repaid and reborrowed in its sole discretion) accordance with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loansprovisions hereof. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation interest in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Revolving Commitment Percentage times the amount of such Swingline Loanthereof.

Swingline Loans. (ai) The Swingline Lender agrees, subject to and on the terms and subject to the conditions of this Agreementset forth herein, to make loans (a portion of the “Swingline Loans”) Revolving Commitments available to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date prior to but not including the Swingline Maturity Termination Date by making Swingline Loans to the Borrower in Dollars (oreach such loan, if earliera "SWINGLINE LOAN" and collectively, the Revolving Termination Date"SWINGLINE LOANS"); PROVIDED, in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to that (i) the aggregate principal amount of the Revolving Swingline Loans made by outstanding at any one time shall not exceed the Swingline Committed Amount, (ii) with regard to each Lender individually (other than the Swingline Lender in its capacity as a Lender such), the principal amount of such Lender's outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding LC Obligations shall not at any time exceed such time Lender's Revolving Commitment Percentage of the Revolving Committed Amount, (iii) with regard to the Revolving Lenders collectively, the aggregate of the Revolving Outstandings shall not exceed the Revolving Committed Amount, (iv) the Swingline Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect and its L/C Exposure at (v) no Swingline Loans (as defined in the 364-Day Credit Agreement) are outstanding under the 364- Day Credit Agreement. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Termination Date. Swingline Loans may be made notwithstanding the fact that such timeSwingline Loans, would exceed when aggregated with the Swingline Lender’s own 's other Revolving Commitment at such time; providedOutstandings, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed exceeds its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the Commitment. The proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline LoanBorrowing may not be used, each Lender shall be deemed toin whole or in part, and hereby irrevocably and unconditionally agrees to, purchase from the to refund any prior Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline LoanBorrowing.

Swingline Loans. (a) The Swingline Lender hereby agrees, subject to and on the terms and conditions limitations set forth below with respect to the maximum amount of this AgreementSwingline Loans permitted to be outstanding from time to time, to make loans (a portion of the “Swingline Loans”) Revolving Loan Commitments available to the Borrower, Company from time to time on any Business Day during the period from the Closing Date to but not including excluding the Commitment Termination Date by making Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Loans to Company in an aggregate principal amount at any time outstanding not exceeding the amount of the Swingline Loan Commitment to be used for the purposes identified in subsection 2.5A, notwithstanding the fact that such Swingline Loans, when aggregated with Swingline Lender's outstanding Revolving Loans and Swingline Lender's Pro Rata Share of the Letter of Credit Usage then in effect, may exceed Swingline Lender's Revolving Loan Commitment. Swingline Loans may be made even if the aggregate principal amount of Lender's commitment to make Swingline Loans outstanding at any timeto Company pursuant to this subsection 2.1A(ii) is herein called its "SWINGLINE LOAN COMMITMENT", when added to and the aggregate principal original amount of the Revolving Swingline Loan Commitment is $15,000,000. The Swingline Loan Commitment shall expire on the Commitment Termination Date and all Swingline Loans made by and all other amounts owed hereunder with respect to the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be paid in full no later than that date; PROVIDED that Swingline Lender's Swingline Loan Commitment shall expire immediately and without further action on October 15, 1997 if the initial Revolving Loans are not made ifon or before that date. Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed to but excluding the Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either and the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal subject to the product of such Lender’s Applicable Percentage times following limitations in the amount of such Swingline Loan.amounts and during the periods indicated:

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, to each Swingline Lender may, in its sole discretion, make loans (the “Swingline Loans”) Loans to the Borrower, Company from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date Availability Period, provided that, after giving effect thereto, (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to i) the aggregate principal amount of the Revolving Swingline Loans made by the of any Swingline Lender in will not exceed its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (yii) the Swingline Exposure will not exceed the Swingline Sublimit, (iii) no Lender’s Credit Exposure will exceed its Revolving Credit Commitment, (iv) the Total Revolving Credit Exposure will not exceed the Total Revolving Credit Commitments and (v) in the event the Maturity Date shall have been extended as provided in Section 2.19, the sum of the Swingline Exposure attributable to 35 Swingline Loans maturing after any Existing Maturity Date and the LC Exposure attributable to Letters of Credit expiring after such Existing Maturity Date will not exceed the sum of the Revolving Credit Exposure Commitments that shall have been extended to a date after the latest maturity date of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as and the latest expiration date of such Letters of Credit. Within the foregoing limits and subject to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Company may borrow, repay prepay and reborrow Swingline Loans. Immediately upon For the making avoidance of doubt, any reference in this Agreement to a Swingline LoanLender’s “Swingline Commitment”, each the obligation of any Swingline Lender to make a Swingline Loan being subject to the satisfaction of certain conditions or to a Swingline Lender not being required to fund any Swingline Loan absent the occurrence of certain events (or words of similar import) shall not be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the to create any obligation of any Swingline Lender a risk participation in such to make or fund any Swingline Loan other than in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanits sole discretion.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, to a Swingline Lender may make loans (the “Swingline Loans”) Loans to the Borrower, Revolving Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate principal amount at any time outstanding that will not exceeding result in (i) the Swingline Commitment. Swingline Loans may be made even if Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans, other than Swingline Shekel Loans outstanding at any timeand Swingline Peso Loans, when added to exceeding $50,000,000, (ii) the Dollar Equivalent of the aggregate principal amount of the Revolving outstanding Swingline Shekel Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretoexceeding $15,000,000, (xiii) the Dollar Equivalent of the aggregate principal amount of all outstanding Swingline Peso Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time exceeding $15,000,000 or (ziv) the Aggregate Revolving Credit Exposure would exceed exceeding the aggregate Revolving Commitments at such time; provided further that Aggregate Commitments. Notwithstanding the foregoing, (ix) the Swingline Shekel Lender may only make Swingline Shekel Loans and shall not make any other Swingline Loan if Loans, and any other Swingline Lender is at that time a Defaulting Lender, unless may not make Swingline Shekel Loans and (y) the Swingline Peso Lender has entered into arrangementsmay only make Swingline Peso Loans and shall not make any other Swingline Loans, including the delivery of Cash Collateral, satisfactory to the and any other Swingline Lender (in its sole discretion) with may not make Swingline Peso Loans. Within the Borrower or such Defaulting Lender foregoing limits and subject to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementset forth herein (or as otherwise agreed to among the Revolving Borrower, the Administrative Agent, Swingline Shekel Lender and the Swingline Peso Lender), the Revolving Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, each Swingline Lender agrees to make loans (the “Swingline Loans”) Loans denominated in Dollars to the Borrower, Borrower from time to time on any Business Day during the period Availability Period, which shall, as contemplated by the Security Agreement, consist of either a Customer Loan or a Firm Loan (and each such Swingline Loan (or any portion thereof) may be redesignated from time to time in accordance with, and subject to the Closing Date to but not including limitations contained in Section 6 of the Swingline Maturity Date (or, if earlier, the Revolving Termination DateSecurity Agreement as a Customer Loan or Firm Loan), in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to result in (i) the aggregate principal amount of the Revolving Swingline Loans made by the of any Swingline Lender in exceeding its capacity as a Swingline Commitment (except to the extent such Swingline Lender outstanding otherwise agrees at such the time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting LenderLoan), unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower sum of the total Revolving Credit Exposures exceeding the total Commitments, (iii) the sum of the total Customer Revolving Credit Exposures exceeding the aggregate Loan Value of the Customer Pledged Eligible Assets or (iv) the sum of the total Firm Revolving Credit Exposures exceeding the aggregate Loan Value of the Firm Pledged Eligible Assets; provided that no Swingline Lender shall not use the proceeds of any be required to make a Swingline Loan to refinance any an outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender Loans shall not be deemed to, and hereby irrevocably and unconditionally agrees to, purchase required to be borrowed from the Swingline Lender Lenders on a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanpro rata basis.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions hereof, the Swingline Lender, in reliance on the agreements of the Revolving Lenders set forth in this AgreementSection 2.4, agrees to make loans (the each such loan, a “Swingline LoansLoan”) to the Borrower, any Borrower from time to time on any Business Day during the period from the Closing Date to but not including until the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such timeObligations of the Revolving Lender acting as Swingline Lender, would may exceed the Swingline amount of such Lender’s own Revolving Commitment at such timeCommitment; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately (x) after giving effect theretoto any Swingline Loan, (xi) the aggregate principal amount of all Swingline Loans then outstanding would Aggregate Revolving Credit Exposure shall not exceed the Swingline Commitmentaggregate Revolving Commitments, and (yii) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or exceed such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure Revolving Commitment, (after giving effect to Section 2.18(a)(iv)y) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the such Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by making such Swingline Loan, may have, Fronting Exposure. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the each Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make swingline loans (each, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower, Borrower from time to time on any Business Day during the period from applicable Revolving Credit Commitment Period until the Closing Date to but not including the Swingline applicable Revolving Credit Maturity Date in accordance with the procedures set forth in this Section 2.04; provided that (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans then outstanding would shall not exceed $50,000,000 (the “Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the Swingline Commitment, (y) aggregate amount of the then Available Revolving Credit Commitments immediately prior to such borrowing or result in the Total Revolving Credit Exposure then outstanding exceeding the Total Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing. Amounts borrowed under this Section 2.04 may be repaid and, up to but excluding the applicable 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 the amount to be borrowed and the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the Swingline Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed of the aggregate Revolving Commitments at amount of such borrowing. Not later than 2:00 p.m., New York City time; provided further that (i) , on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of Borrower at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including New York office of the delivery Administrative Agent specified in Section 9.01 in Dollars immediately available to the Administrative Agent. Amounts so received by the Administrative Agent shall promptly be made available to Borrower by the Administrative Agent crediting the account of Cash Collateral, satisfactory Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Swingline LoanLoan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal by remittance to the product of such Lender’s Applicable Percentage times Issuing Bank) and in like funds as received by the amount of such Swingline Loan.Administrative

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreement---------------- hereof, the Swingline Lender agrees to make swingline loans in Dollars (individually, a "Swingline Loan" and collectively, the “"Swingline Loans”") to the -------------- ---------------- any Borrower (other than a French Borrower, ) from time to time on any Business Day during the period from Revolving Credit Commitment Period in accordance with the Closing Date to but not including the Swingline Maturity Date (orprocedures set forth in this Section 2.04, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all -------- Swingline Loans shall not exceed $25,000,000 at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the aggregate amount of the Available Tranche A Revolving Credit Commitments of all Tranche A Revolving Lenders immediately prior to such borrowing or result in the Aggregate Tranche A Revolving Credit Exposure then outstanding would exceed exceeding the Total Tranche A Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Commitment, Loans be borrowed hereunder if (x) an Event of Default or Event of Termination shall have occurred and be continuing and (y) such Event of Default or Event of Termination shall not have been subsequently cured or waived. Amounts borrowed by any Swingline Borrower under this Section 2.04 may be repaid and, up to but excluding the Revolving Credit Exposure Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The relevant Swingline Borrower shall give the Administrative Agent notice of any Lender would exceed its Revolving Commitment at such time or Swingline Loan requested hereunder (zwhich 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 Aggregate Revolving Credit Exposure would exceed 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 Revolving Commitments at amount of such borrowing. Not later than 3:00 p.m., New York City time; provided further that (i) , on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of the relevant Swingline Borrower at that time a Defaulting Lender, unless the office of the Administrative Agent set forth in Section 10.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the relevant Swingline Lender has entered into arrangements, including Borrower by the delivery Administrative Agent crediting the account of Cash Collateral, satisfactory such Swingline Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Swingline LoanLoan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), each Lender by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each borrowing pursuant to this Section 2.04 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline Loan$1,000,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (ai) The Swingline Lender agrees, subject to and on the terms and subject to the conditions of this Agreementset forth herein and in the other Senior Finance Documents, to make loans (a portion of the “Swingline Loans”) Revolving Commitments available to the Borrower, Borrower from time to time on any Business Day during the period from Availability Period by making Swingline Loans to the Closing Date to but not including the Borrower in Dollars (each such loan, a "Swingline Maturity Date (orLoan" and, if earliercollectively, the Revolving Termination Date"Swingline Loans"), in an ; provided that (A) the aggregate principal amount of the Swingline Loans outstanding at any one time shall not exceed the Swingline Committed Amount, (B) with regard to each Lender individually (other than the Swingline Lender in its capacity as such), such Lender's outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding LC Obligations shall not at any time outstanding not exceeding exceed such Lender's Revolving Commitment Percentage of the Swingline Commitment. Swingline Loans may be made even if Revolving Committed Amount, (C) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of Swingline Loans outstanding at any time, when added to plus the aggregate principal amount of Revolving Loans outstanding plus the aggregate amount of LC Obligations outstanding shall not exceed the Revolving Committed Amount and (D) the Swingline Committed Amount shall not exceed the aggregate of the Revolving Loans made by the Swingline Lender Commitments then in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of effect. Swingline Loans shall be made if, immediately after giving effect thereto, (x) and maintained as Base Rate Loans and may be repaid and reborrowed in accordance with the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory provisions hereof prior to the Swingline Lender (in its sole discretion) Termination Date. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when aggregated with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all 's other Swingline Loans as to which the Swingline Lender has actual or potential Fronting ExposureRevolving Outstandings, as it may elect in exceeds its sole discretion and (ii) the Borrower shall not use the Revolving Commitment. The proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline LoanBorrowing may not be used, each Lender shall be deemed toin whole or in part, and hereby irrevocably and unconditionally agrees to, purchase from the to refund any prior Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline LoanBorrowing.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, each Swingline Lender agrees to make loans (the “Swingline Loans”) Loans to the Borrower, Company and the Borrowing Subsidiaries from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Extended Availability Period in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to result in (i) the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretoexceeding $400,000,000, (xii) the aggregate principal amount of all outstanding Swingline Loans then outstanding would exceed of any Swingline Lender exceeding the Swingline CommitmentCommitment of such Swingline Lender, (yiii) the Revolving Credit Exposure of any Lender would exceed exceeding its Revolving Commitment at such time or Commitment, (ziv) the Aggregate Revolving Exposure exceeding the Aggregate Commitment, (v) the sum of the Swingline Exposure attributable to Swingline Loans maturing after the Non-Extended Maturity Date, the Competitive Loans maturing after the Non-Extended Maturity Date and the LC Exposure attributable to Letters of Credit expiring after the Non-Extended Maturity Date exceeding the sum of the Extended Commitments or (vi) in the case of any extension of any Maturity Date pursuant to Section 2.09(d), the sum of the Swingline Exposure would exceed attributable to Swingline Loans maturing after any Existing Maturity Date, the aggregate Revolving Competitive Loans maturing after such Existing Maturity Date and the LC Exposure attributable to Letters of Credit expiring after such Existing Maturity Date exceeding the sum of the Commitments at that shall have been extended to a date after the latest maturity date of such timeSwingline Loans and such Competitive Loans and the latest expiration date of such Letters of Credit; provided further that (i) the no Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Borrowers may borrow, repay prepay and reborrow Swingline Loans. Immediately upon The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the making Swingline Commitments of a the Swingline Loan, each Lenders are several and no Swingline Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the responsible for any other Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such failure to make Swingline LoanLoans as required.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender may, in its sole discretion (subject to Section 2.14(b)), make swingline loans in Dollars or such other currency as may be agreed to by the Administrative Agent (the “each such loan, a "Swingline Loans”Loan") to the Borrower, from time to time Borrowers on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Commitment Termination Date (or, if earlier, in accordance with the Revolving Termination Date), procedures set forth in this Section 2.14 in an aggregate Dollar Equivalent principal amount at any one time outstanding not exceeding to exceed the lesser of (x) the aggregate available amount of the Revolving Commitments and (y) $60,000,000 (the "Swingline Commitment Amount"), notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline CommitmentLender's outstanding Revolving Loans and its Revolver Pro Rata Share of Letter of Credit Obligations, may exceed the Swingline Lender's Revolver Pro Rata Share of the aggregate amount of the Revolving Commitments; provided that at no time shall the sum of (i) the Effective Amount of all outstanding Revolving Loans (including for the purposes hereof Swingline Loans) plus (ii) the Effective Amount of all Letter of Credit Obligations exceed the Total Revolving Commitment Amount. Upon the approval of the Administrative Agent, the Swingline Commitment Amount may be subdivided, from time to time, into commitments of one or more specified branches of the Swingline Lender so that Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made available by the Swingline Lender through such branch in local currencies and at local times in an aggregate amount for such branch not to exceed its capacity as a Lender outstanding at designated portion of the Swingline Commitment Amount, provided that the aggregate of such time and its L/C Exposure at such time, would subdivided commitments shall not exceed the Swingline Lender’s own Revolving Commitment at such time; providedAmount. Subject to the other terms and conditions hereof, howevera Borrower may borrow under this Section 2.14(a), that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xprepay pursuant to Section 2.14(d) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (yand reborrow pursuant to this Section 2.14(a) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such from time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such to time; provided further that (i) the Swingline Lender shall not be obligated to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Swingline Lender agrees, subject 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 terms basis of quoted interest rates (each, a “Quoted Swingline Rate”) furnished by such Swingline Lender from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and conditions of this Agreement, accepted by such Swingline Borrower in its discretion and (ii) to make loans Swingline Loans (the “ABR Swingline Loans”) to any Swingline Borrower bearing interest at a rate equal to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Alternate Base Rate in an aggregate principal amount at any time outstanding (in the case of this clause (ii)) not exceeding the to exceed such Swingline Lender’s Swingline Commitment; provided, that after giving effect to each Swingline Loan, the Total Facility Exposure shall not exceed the Total Commitment then in effect. Swingline Loans may be made even if the The aggregate outstanding principal amount of the Quoted Swingline Loans outstanding at of any timeSwingline Lender, when added to the aggregate outstanding principal amount of the Revolving 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 Loans exceed the aggregate Swingline Commitments 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 Lender Lenders ratably in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the accordance with their respective Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Percentages. The Swingline Loans shall be made if, immediately after giving effect thereto, (x) the in a minimum aggregate principal amount of all $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to the remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan to be made by it available to any Swingline Borrower by means of a credit to the general deposit account of such Swingline Borrower with the Administrative Agent or 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 then outstanding would exceed on or after the Swingline Commitment, (y) Effective Date and prior to the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or Maturity Date (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to earlier date on which the Swingline Lender has actual or potential Fronting Exposure, as it may elect Commitments shall terminate in its sole discretion and (iiaccordance herewith) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal subject to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanconditions and limitations set forth herein.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein (including Section 2.22), in reliance upon the agreements of the other Lenders set forth in this AgreementSection 2.04, the Swingline Lender agrees to make loans (the “Swingline Loans”) Loans to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (orRevolving Availability Period, if earlier, the Revolving Termination Date)denominated in dollars, in an aggregate principal amount at any time outstanding that, after giving effect to any Swingline Borrowing and the use of proceeds therefrom, will not exceeding result in (i) the Swingline Commitment. outstanding Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in exceeding its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, or (xii) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed Exposures exceeding the aggregate Revolving Commitments at such timeCommitments; provided further that (i) the Swingline Lender shall not be required to make any a Swingline Loan (x) to refinance an outstanding Swingline Loan or (y) if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (and after giving effect to Section 2.18(a)(iv2.22(a)(iv)) with respect to the , any Defaulting Lender arising from either Fronting Exposure remains outstanding. Within the Swingline Loan then proposed foregoing limits and subject to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementset forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make loans (the “Swingline Loans”) Loans to the Borrower, in Dollars, at any time and from time to time on any Business Day during and after (and subject to the period from occurrence of) the Closing Accordion Date, and until the earlier of the Initial Revolving Credit Maturity Date to but not including and the termination of the Swingline Maturity Date (or, if earlier, Loan Commitment in accordance with the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the terms hereof; provided that no Swingline Commitment. Swingline Loans Loan may be made even if the aggregate principal amount of Swingline Loans outstanding at advanced unless, after giving effect to any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made ifLoans, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender Exposure shall not make exceed the Swingline Sublimit, (ii) the aggregate Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitments and (iii) the aggregate amount of the Additional Revolving Credit Exposure attributable to 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 dollar-for-dollar basis. Each Swingline Loan if any Lender is at that time shall be in a Defaulting Lender, unless minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Swingline Lender has entered into arrangementsLender; provided that a Swingline Loan may be made in a lesser aggregate amount that is (x) equal to the entire aggregate 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, conditions and limitations set forth herein, Swingline Loans may be borrowed, paid, repaid and reborrowed. Each Swingline Loan shall be subject to all the terms and conditions applicable to other Revolving Loans except that all payments thereon (including the delivery of Cash Collateral, satisfactory interest) shall be payable to the Swingline Lender (in solely for its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanown account.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make loans (the “Swingline Loans”) Loans to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender result in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all outstanding Swingline Loans then outstanding would exceed exceeding the lesser of (A) the Swingline Commitment, Sublimit and (yB) the unutilized Revolving Commitment of the Swingline Lender or (ii) the sum of the total Revolving Credit Exposure of any Lender would exceed its Exposures exceeding the total Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such timeCommitments; provided further that (i) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Notwithstanding the foregoing, the Swingline Lender shall not make any Swingline Loan to the Borrower if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateralcash collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans Exposure as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loandiscretion.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make swingline loans (individually, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower, Borrower from time to time on any Business Day during the period from Revolving Credit Commitment Period in accordance with the Closing Date to but not including the Swingline Maturity Date procedures set forth in this Section 2.6; provided that (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans then outstanding would shall not exceed $10,000,000 (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 Lenders immediately prior to such borrowing or result in the Total Revolving Extensions of Credit exceeding the Total Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Commitment, Loans be borrowed hereunder if (x) a Default shall have occurred and be continuing and (y) such Default shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.6 may be repaid and, up to but excluding the Revolving Credit Exposure Termination Date, reborrowed. All Swingline Loans shall at all times be Base Rate Loans. The Borrower shall give the Administrative Agent notice of any Lender would exceed its Revolving Commitment at such time or Swingline Loan requested hereunder (zwhich notice must be received by the Administrative Agent prior to noon, New York City time, on the requested Borrowing Date) specifying (A) the Aggregate Revolving Credit Exposure would exceed 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 Revolving Commitments at amount of such borrowing. Not later than 2:00 p.m., New York City time; provided further that (i) , on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of the Borrower at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including office of the delivery Administrative Agent set forth in Section 10.2 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 Cash Collateral, satisfactory the Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Swingline LoanLoan made to finance the reimbursement of an L/C Borrowing as provided in Section 3.3(c), each Lender by remittance to the Issuing Lender) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.6 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions hereof, the Swingline Lender may elect in its sole and absolute discretion, in reliance upon the agreements of the other Lenders set forth in this AgreementSection 2.5, to make swingline loans (the each such loan, a “Swingline LoansLoan”) to the Borrower, Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Commitment Period in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Percentage of the outstanding amount of Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such timeObligations of the Lender acting as Swingline Lender, would may exceed the Swingline amount of such Lender’s own Revolving Commitment at such timeCommitment; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)any Swingline Loan, (A) with respect to the Defaulting Lender arising from either Total Revolving Extensions of Credit shall not exceed the Swingline Loan then proposed to be made or that the Swingline Loan Total Revolving Commitments, and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure(B) each Lender’s aggregate Revolving Extensions of Credit shall not exceed such Lender’s Commitment, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject Within the foregoing limits, and subject to and on the other terms and conditions of this Agreementhereof, the Borrower may borrowrequest Swingline Loans under this Section 2.5, repay prepay Swingline Loans under Section 2.7, and request to reborrow under this Section 2.5. Each Swingline LoansLoan shall be an ABR Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times multiplied by the amount of such Swingline Loan. If at any time the Borrower has requested a Swingline Loan hereunder and any Lender is at such time an Impacted Lender hereunder, then prior to the making of any such Swingline Loan, the Swingline Lender may, as a condition to making the requested Swingline Loan, enter into arrangements satisfactory to the Swingline Lender in its sole and absolute discretion with the Borrower or such Impacted Lender to eliminate the Swingline Lender’s risk with respect to such Impacted Lender.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the other terms and conditions of set forth in this Agreement, to including those conditions set forth in Section 7.2, and as evidenced by a promissory note in favor of Swingline Lender in the form of Exhibit D ("Swingline Note"), Swingline Lender, in its sole discretion, may make loans (the “Swingline Loans”) Advances to the BorrowerBorrowers (each such loan, from time to time on any Business Day during a "Swingline Loan"), at such times and in such amounts as the period from the Closing Date to but not including the Swingline Maturity Date (orBorrowers shall request, if earlier, until the Revolving Termination Credit Maturity Date), in up to an aggregate principal amount at any time outstanding not exceeding equal to the amount by which Swingline Commitment. Swingline Loans may be made even if Lender's Revolving Credit Commitment exceeds the aggregate principal amount of Swingline Lender's other Revolving Credit Outstanding plus Swingline Lender's Applicable Commitment Percentage of the Letter of Credit Outstandings; provided, that Swingline Lender will not make a Swingline Loan if (i) after giving effect thereto, any of the limitations set forth under Sections 2.1(a) would be exceeded or if the aggregate unpaid or unrefinanced balance of the outstanding Swingline Loans outstanding at would exceed the Swingline Loan Sublimit or (ii) Swingline Lender has received written notice from any timeBorrower or any Lender that one or more of the conditions precedent set forth in the Agreement have not been satisfied. Within the foregoing limits, when added Borrowers may borrow, repay and reborrow Swingline Loans. All Swingline Loans shall be treated as Revolving Loans for purposes of this Agreement, except that (x) all Swingline Loans shall be Base Rate Advances, and (y) notwithstanding anything herein to the aggregate contrary (other than as set forth in the next succeeding sentence), all principal amount and interest paid with respect to Swingline Loans shall be for the sole account of the Revolving Loans made by the Swingline Lender in its capacity as a the lender of Swingline Loans. Notwithstanding the foregoing, if demand is made by Swingline Lender outstanding at such time during the continuance of an Event of Default, each other Lender shall irrevocably and its L/C Exposure at such time, would exceed the unconditionally purchase and receive from Swingline Lender’s own Revolving , without recourse or warranty from Swingline Lender, an undivided interest and participation in each Swingline Loan to the extent of such Lender's Applicable Commitment at Percentage thereof, by paying to Swingline Lender, in same day funds, an amount equal to such time; providedLender's Applicable Commitment Percentage of such Swingline Loan. Notwithstanding anything to the contrary contained in this Section 2.1(b), however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not be obligated to make any Swingline Loan if at a time when any other Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including arrangements with the delivery of Cash Collateral, Borrowers or such Defaulting Lender which are satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential 's Fronting Exposure (after giving effect to Section 2.18(a)(iv4.4(b)) with respect to any such Defaulting Lender, including the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds delivery of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loancash collateral.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on upon the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, from which Swingline Loans (i) shall be made and maintained in Dollars and as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to time on any Business Day during the period from the Closing Date to but Total Revolving Loan Commitment at such time, and (iv) shall not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), exceed in an aggregate principal amount at any time outstanding not exceeding the Maximum Swingline CommitmentAmount. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added Notwithstanding anything to the aggregate principal amount of the Revolving Loans made by the Swingline Lender contrary contained in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretothis Section 1.01(b), (x) the aggregate principal amount of all Swingline Lender shall not be obligated to make any Swingline Loans then outstanding would exceed at a time when a Lender Default exists unless the Swingline CommitmentLender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Lenders’ Revolving Credit Percentage of the outstanding Swingline Loans and (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is at that continuing until such time a Defaulting Lender, unless as the Swingline Lender has entered into arrangements, including the delivery shall have received written notice (I) of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or rescission of all such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase notices from the Swingline Lender a risk participation in party or parties originally delivering such Swingline Loan in an amount equal to notice or (II) of the product waiver of such Lender’s Applicable Percentage times Default or Event of Default by the amount of such Swingline LoanRequired Lenders.

Swingline Loans. In order to reduce the frequency of transfers of funds from Lenders to Agent for making Revolving Credit Loans and for so long as no Default or Event of Default exists, Agent shall be permitted (abut not required) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans Revolving Credit Loans to U.S. Borrower upon request by Borrower Representative (the “such Revolving Credit Loans to be designated as "Swingline Loans”") to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if provided that the aggregate principal amount of Swingline Loans outstanding at any time, time will not (i) exceed $5,000,000; (ii) when added to the aggregate principal amount of Agent's other Revolving Credit Loans then outstanding plus Agent's Revolving Loan Percentage of the LC Amount, exceed Agent's Revolving Loans made by Credit Commitment; or (iii) when added to the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline other Revolving Credit Loans then outstanding would plus the LC Amount, exceed the Swingline CommitmentU.S. Borrowing Base. Within the foregoing limits, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the U.S. Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon 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 Revolving Portions and (b) notwithstanding anything herein to the making 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 Loan has been advanced in respect of a Swingline Loandrawing under a Letter of Credit or LC Guaranty or (2) in any other circumstance, demand is made by Agent during the continuance of an Event of Default, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees topurchase and receive from Agent, purchase without recourse or warranty from the Swingline Lender a risk Agent, an undivided interest and participation in such each Swingline Loan to the extent of such Lender's Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to the product of such Lender’s Applicable 's Revolving Loan Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject to and on the terms and conditions of set forth in this Agreement, to make loans (the “Swingline Loans”) Loans to the Borrower, Borrower pursuant to this Section 2.03 from time to time on any Business Day during the period from the Closing Effective Date to but not including the Swingline Maturity Date (or, if earlier, until the Revolving Advance Commitment Termination Date), Date in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at amounts such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then at any one time outstanding would shall not exceed the Swingline Commitment, Commitment and (y) at the Revolving Credit Exposure time such Swingline Loan is made, the sum of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is aggregate principal amount of all Revolving Advances at that such time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and plus (ii) the Borrower aggregate amount of all Revolving Lenders’ Swingline Exposure at such time plus (iii) the aggregate amount of all Revolving Lenders’ LC Exposure at such time outstanding shall not use exceed the proceeds aggregate amount of any Swingline Loan to refinance any outstanding all Revolving Lenders’ Revolving Advance Commitments. Upon the making of each Swingline Loan. Subject to , and without further action on the part of the Swingline Lender or any other Person, each Revolving Lender (other than the Swingline Lender) shall be deemed to have irrevocably purchased, to the extent of its Percentage, a participation interest in such Swingline Loan, and such Revolving Lender shall, to the extent of its Percentage, be responsible for reimbursing within one Business Day the Swingline Lender for Swingline Loans that have not been reimbursed by the Borrower in accordance with the terms and conditions of this Agreement. Each Swingline Loan shall be in a principal amount of at least $1,000,000 or any larger multiple of $1,000,000. All Swingline Loans shall be made as Base Rate Advances. Within the foregoing limits, the Borrower may borrowborrow under this Section 2.03, repay pursuant to Section 2.07(b), or to the extent permitted by Section 2.12(c), prepay Swingline Loans and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanunder this Section 2.03.

Swingline Loans. (a) The Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Swingline Lender agrees, subject to severally and on the terms not jointly, at any time and conditions of this Agreement, to make loans (the “Swingline Loans”) to the Borrower, from time to time on any and after the Effective Date and until the earlier of the Business Day during immediately preceding the period from Revolving Credit Maturity Date and the Closing Date to but not including termination of the Swingline Maturity Date Commitment of such Swingline Lender, (ori) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) in Dollars on the basis of quoted interest rates (each, if earlier, a “Quoted Swingline Rate”) furnished by such Swingline Lender from time to time in its discretion to such Swingline Borrower (through the Revolving Termination Date), Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans (“ABR Swingline Loans”) in Dollars to any Swingline Borrower bearing interest at a rate equal to the Alternate Base Rate plus the Applicable Margin in an aggregate principal amount at any time outstanding (in the case of this clause (ii)) not exceeding the to exceed such Swingline Lender’s Swingline Commitment; provided, that after giving effect to each Swingline Loan, (A) the Total Facility Exposure shall not exceed the Total Commitment then in effect and (B) the [[3890129]] Outstanding Revolving Extensions of Credit of any Lender shall not exceed such Lender’s Commitment unless, in the case of a Swingline Lender, such Swingline Lender shall otherwise consent. Swingline Loans may be made even if the The aggregate outstanding principal amount of the Quoted Swingline Loans outstanding at of any timeSwingline Lender, when added to the aggregate outstanding principal amount of the Revolving 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 Loans exceed the aggregate Swingline Commitments 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 Lender Lenders ratably in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the accordance with their respective Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Percentages. The Swingline Loans shall be made if, immediately after giving effect thereto, (x) the in a minimum aggregate principal amount of all $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to the remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan to be made by it available to any Swingline Borrower by means of a credit to the general deposit account of such Swingline Borrower with the Administrative Agent or 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 then outstanding would exceed on or after the Swingline Commitment, (y) Effective Date and prior to the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or Maturity Date (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to earlier date on which the Swingline Lender has actual or potential Fronting Exposure, as it may elect Commitments shall terminate in its sole discretion and (iiaccordance herewith) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal subject to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanconditions and limitations set forth herein.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, to a Swingline Lender may make loans (the “Swingline Loans”) Loans to the Borrower, Revolving Borrower from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate principal amount at any time outstanding that will not exceeding result in (i) the Swingline Commitment. Swingline Loans may be made even if Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans, other than Swingline Shekel Loans outstanding at any timeand Swingline Peso Loans, when added to exceeding $100,000,000, (ii) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Shekel Loans exceeding $15,000,000, (iii) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Peso Loans exceeding $15,000,000, (iv) the Aggregate Revolving Loans made by Credit Exposure exceeding the Aggregate Commitments, (v) the Swingline Exposure of a Swingline Lender exceeding such Swingline Lender’s Commitment (in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto), (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (yvi) the Revolving Credit Exposure of any Lender would exceed exceeding its Revolving Commitment at such time or (zvii) prior to the Acquisition Closing Date, the Aggregate Revolving Credit Exposure would exceed exceeding $600,000,000. Additionally, Advances may only be made to the aggregate Revolving Commitments at Borrower on the Acquisition Closing Date to the extent that on a pro forma basis for such time; provided further that Advance, Aggregate Revolving Exposure is less than 50% of the Aggregate Commitments. Notwithstanding the foregoing, (ix) the Swingline Shekel Lender may only make Swingline Shekel Loans and shall not make any other Swingline Loan if Loans, and any other Swingline Lender is at that time a Defaulting Lender, unless may not make Swingline Shekel Loans and (y) the Swingline Peso Lender has entered into arrangementsmay only make Swingline Peso Loans and shall not make any other Swingline Loans, including the delivery of Cash Collateral, satisfactory to the and any other Swingline Lender may not make Swingline Peso 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 (in its sole discretion) with the Borrower or on a several and not joint basis and calculated based on such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect Commitment to the Defaulting Lender arising from either the total Commitments of all applicable Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Lenders of such currency) by each applicable Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion of such currency. Within the foregoing limits and (ii) the Borrower shall not use the proceeds of any Swingline Loan subject to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementset forth herein (or as otherwise agreed to among the Revolving Borrower, the Administrative Agent, Swingline Shekel Lender and the Swingline Peso Lender), the Revolving Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the other terms and conditions of set forth in this Agreement, to including those conditions set forth in Section 7.2, and as evidenced by a promissory note in favor of Swingline Lender in the form of Exhibit D ("Swingline Note"), Swingline Lender, in its sole discretion, may make loans (the “Swingline Loans”) Advances to the BorrowerBorrowers (each such loan, from time to time on any Business Day during a "Swingline Loan"), at such times and in such amounts as the period from the Closing Date to but not including the Swingline Maturity Date (orBorrowers shall request, if earlier, until the Revolving Termination Credit Maturity Date), in up to an aggregate principal amount at any time outstanding not exceeding equal to the amount by which Swingline Commitment. Swingline Loans may be made even if Lender’s Revolving Credit Commitment exceeds the aggregate principal amount of Swingline Lender’s other Revolving Credit Outstanding plus Swingline Lender’s Applicable Commitment Percentage of the Letter of Credit Outstandings; provided, that Swingline Lender will not make a Swingline Loan if (i) after giving effect thereto, any of the limitations set forth under Sections 2.1(a) would be exceeded or if the aggregate unpaid or unrefinanced balance of the outstanding Swingline Loans outstanding at would exceed the Swingline Loan Sublimit or (ii) Swingline Lender has received written notice from any timeBorrower or any Lender that one or more of the conditions precedent set forth in the Agreement have not been satisfied. Within the foregoing limits, when added Borrowers may borrow, repay and reborrow Swingline Loans. All Swingline Loans shall be treated as Revolving Loans for purposes of this Agreement, except that (x) all Swingline Loans shall be Base Rate Loans, and (y) notwithstanding anything herein to the aggregate contrary (other than as set forth in the next succeeding sentence), all principal amount and interest paid with respect to Swingline Loans shall be for the sole account of the Revolving Loans made by the Swingline Lender in its capacity as a the lender of Swingline Loans. Notwithstanding the foregoing, if demand is made by Swingline Lender outstanding at such time during the continuance of an Event of Default, each other Lender shall irrevocably and its L/C Exposure at such time, would exceed the unconditionally purchase and receive from Swingline Lender, without recourse or warranty from Swingline Lender, an undivided interest and participation in each Swingline Loan to the extent of such Lender’s own Revolving Applicable Commitment at Percentage thereof, by paying to Swingline Lender, in same day funds, an amount equal to such time; providedLender’s Applicable Commitment Percentage of such Swingline Loan. Notwithstanding anything to the contrary contained in this Section 2.1(b), however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not be obligated to make any Swingline Loan if at a time when any other Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including arrangements with the delivery of Cash Collateral, Borrowers or such Defaulting Lender which are satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv4.4(b)) with respect to any such Defaulting Lender, including the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds delivery of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loancash collateral.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make loans (the “Swingline Loans”) Loans in Agreed Currencies to the Borrower, Borrowers from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Availability Period, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if result in (i) the aggregate principal amount Dollar Amount of outstanding Swingline Loans outstanding at any time(other than Discretionary Swingline Loans) exceeding $15,000,000 (the “Committed Swingline Sublimit”), when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed (ii) the Swingline Lender’s own Revolving Credit Exposure exceeding its Commitment at such timeor (iii) the sum of the total Revolving Credit Exposures plus the aggregate principal Dollar Amount of outstanding Competitive Loans exceeding the total Commitments; providedprovided that, howevernotwithstanding the foregoing clause (i), that no Borrowing of the Swingline Lender may, in its sole discretion, make additional Swingline Loans shall be made ifin excess of the Committed Swingline Sublimit in an aggregate outstanding principal Dollar Amount not to exceed $15,000,000 at any time (the “Discretionary Swingline Sublimit” and such additional Swingline Loans, immediately “Discretionary Swingline Loans”) so long as, after giving effect theretoto any such Discretionary Swingline Loans, (x) the aggregate principal amount of all Swingline Loans then outstanding would Lender’s Revolving Credit Exposure does not exceed the Swingline Commitment, its Commitment and (y) the sum of the total Revolving Credit Exposure Exposures plus the aggregate principal Dollar Amount of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would outstanding Competitive Loans does not exceed the aggregate Revolving Commitments at such time; provided further that (i) the total Commitments. The Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Borrowers may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make swingline loans (individually, a "Swingline Loan" and collectively, the “"Swingline Loans”") to the Borrower, U.S. Borrower from time to time on any Business Day during the period from Revolving Credit Commitment Period in accordance with the Closing Date to but not including the Swingline Maturity Date procedures set forth in this Section 2.04, provided that (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans shall not exceed $10.0 million (the "Swingline Sublime") 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 Lenders immediately prior to such borrowing or result in the Aggregate Revolving Credit Exposure then outstanding would exceed exceeding the Total Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Commitment, Loans be borrowed hereunder if (A)(x) a Default or Event of Default or Event of Termination shall have occurred and be continuing and (y) the Revolving Credit Exposure such Default or Event of any Lender would exceed its Revolving Commitment at such time Default or Event of Termination shall not have been subsequently cured or waived or (zB) after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed $50.0 million prior to the time that at least $50.0 million has been borrowed under the Seller Loan Agreement. 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 U.S. 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 Revolving Commitments at amount of such borrowing. Not later than 2:00 p.m., New York City time; provided further that (i) , on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of the U.S. Borrower at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including office of the delivery Administrative Agent set forth in Section 10.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the U.S. Borrower by the Administrative Agent crediting the account of Cash Collateral, satisfactory the U.S. Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Swingline LoanLoan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), each Lender by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on upon the terms and conditions of this Agreementherein set forth, to make loans (the “Swingline Loans”) to the BorrowerLender in its individual capacity agrees, at any time and from time to time on any Business Day during the period from and after the Closing Date and prior to but not including the Swingline Maturity Date Date, to make a loan or loans (oreach a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower by way of overdraft on an account maintained by the Borrower with the Swingline Lender (and designated as such by the Borrower and Swingline Lender), which Swingline Loans (i) shall be (A) Prime Rate Loans, if earlierdenominated in Cdn. Dollars or (B) U.S. Base Rate Loans, if denominated in U.S. Dollars, (ii) shall not exceed at any time the Swingline Commitment, (iii) shall not result in the total amount of all Accommodations made available by the Swingline Lender at any time exceeding the Swingline Lender's Revolving Termination Date)Commitment at such time, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, exceed in an the aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any timeof, when added to the aggregate principal amount of all Accommodations then outstanding at such time, the total sum of all Revolving Commitments then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, each outstanding Swingline Loan shall be repaid in full. In the event that the Swingline Loans are not repaid in full on the occurrence of a Swingline Repayment Event, the Swingline Lender shall promptly notify the Administrative Agent of such non-payment and the outstanding principal amount of the Swingline Loans and the amount of accrued and unpaid interest thereon (the aggregate of such amounts of principal and interest being the "Outstanding Swingline Amount") and the Administrative Agent shall, in turn, promptly notify each Lender of the Outstanding Swingline Amount and the amount of its Loan in respect thereof, and each Lender shall be irrevocably obligated to make Loans to the Borrower in the amount of such Lender's Pro Rata Share of the Outstanding Swingline Amount by 12:00 (noon) (Toronto time) on the Business Day of such notice from the Administrative Agent (if given prior to 10:30 a.m. (Toronto time) on such Business Day; otherwise, by 12:00 (noon) (Toronto time) on the Business Day next following the Business Day of such notice) by making the amount of such Loan available to the Administrative Agent at its Payment Branch. Such Loans shall be made without regard to the minimum amount restriction imposed under any other provision of this Agreement. The Administrative Agent shall use the proceeds of such Loans solely for the purpose of reimbursing the Swingline Lender for the Outstanding Swingline Amount. Each Lender's obligation to make the Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, any Credit Party or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Credit Party; (iv) the acceleration or maturity of any Accommodations or the termination of any Revolving Commitment after the making of any Swingline Loan; (v) any breach of any Credit Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. So long as the Swingline Lender continues to be a Lender, each of the Lenders agrees to indemnify and save harmless the Swingline Lender on a rateable basis against all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Swingline Lender in any way related to or arising out of any Swingline Loan made by the Swingline Lender in its capacity as a Lender outstanding at (except for any such time and its L/C Exposure at such time, would exceed liabilities to the extent that they result from the gross negligence or wilful misconduct of the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, to each Swingline Lender may, in its sole discretion, make loans (the “Swingline Loans”) Loans to the Borrower, Company from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date Availability Period, provided that, after giving effect thereto, (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to i) the aggregate principal amount of the Revolving Swingline Loans made by the of any Swingline Lender in will not exceed its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (iii) the Swingline Lender shall Exposure will not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless exceed the Swingline Lender has entered into arrangementsSublimit, including (iii) no Lender’s Credit Exposure will exceed its Tranche 1 Commitment, (iv) the delivery Total Tranche 1 Credit Exposure will not exceed the Total Tranche 1 Commitments and (v) in the event the Maturity Date shall have been extended as provided in Section 2.19, the sum of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender Exposure attributable to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as maturing after any Existing Maturity Date and the LC Exposure attributable to which Letters of Credit expiring after such Existing Maturity Date will not exceed the sum of the Tranche 1 Commitments that shall have been extended to a date after the latest maturity date of such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion Loans and (ii) the Borrower shall not use latest expiration date of such Letters of Credit. Within the proceeds of any Swingline Loan foregoing limits and subject to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Company may borrow, repay prepay and reborrow Swingline Loans. Immediately upon For the making avoidance of doubt, any reference in this Agreement to a Swingline LoanLender’s “Swingline Commitment”, each the obligation of any Swingline Lender to make a Swingline Loan being subject to the satisfaction of certain conditions or to a Swingline Lender not being required to fund any Swingline Loan absent the occurrence of certain events (or words of similar import) shall not be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the to create any obligation of any Swingline Lender a risk participation in such to make or fund any Swingline Loan other than in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loanits sole discretion.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make loans (the “Swingline Loans”) Loans to the BorrowerBorrowers, from time to time on any Business Day during the period from Availability Period, in dollars to the Closing Date US Borrower or in Euros to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Netherlands Borrower, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any timeresult in (provided that, when added solely with respect to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity and not with respect to any Borrower, the following limits shall not be deemed to have been exceeded if the only reason that the limits are exceeded is as a Lender outstanding at such time and its L/C Exposure at such time, would exceed result of currency exchange rate changes occurring after the date that the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, Loan was made) (xi) the aggregate principal amount of all outstanding Swingline Loans then outstanding would exceed exceeding the Swingline CommitmentUSD Equivalent of $15,000,000, (yii) the USD Equivalent of the Aggregate Credit Exposures with respect to the Borrowers exceeding the sum of the total Revolving Credit Commitments (less (i) the Availability Block and (ii) Reserves (other than Reserves which Agent elects not to deduct for such purpose in its sole discretion)), (iii) the USD Equivalent of the total Revolving Exposures with respect to the US Borrower exceeding the US Borrowing Base, (iv) the USD Equivalent of the total Revolving Netherlands Exposure of any Lender would exceed its Revolving Commitment at such time with respect to the Netherlands Borrower exceeding the Netherlands Borrowing Base, or (zv) the Aggregate USD Equivalent of the total Revolving Credit Exposure would exceed Euro Exposures with respect to the aggregate Revolving Commitments at such timeBorrowers exceeding the Euro Sublimit.; provided further that (ix) the Netherlands Borrower shall not be permitted to borrow more than the USD Equivalent of $7,500,000 in Swingline Loans and (y) the Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline Loan. Subject to Section 2.14, each Swingline Borrowing made in Euros shall be comprised entirely of Swingline Loans bearing interest at the Netherlands Swingline Rate. Within the foregoing limits and on subject to the terms and conditions of this Agreementset forth herein, the Borrower Borrowers may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of To request a Swingline Loan, each Lender the Borrower Representative shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), in the case of Swingline Loans denominated in dollars, not later than noon, Chicago time, or in the case of Swingline Loans denominated in Euros, no later than 11:00 a.m., London time, on the day of a proposed Swingline Loan. Each such notice shall be deemed to, irrevocable and hereby irrevocably shall specify the requested date (which shall be a Business Day) and unconditionally agrees to, purchase from amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender a risk participation in of any such notice received from the Borrower Representative. The Swingline Lender shall make each Swingline Loan in an amount equal available to the product Borrowers by means of a credit to the applicable Funding Account(s) (provided, that such credit shall instead be, in the case at the time of such Lender’s Applicable Percentage times Borrowing full cash dominion is in effect pursuant to Article VII of the amount US Security Agreement or as a Netherlands Trigger Event, to the Collection Account or the Netherlands Collection Account, as applicable) as early as possible on the requested date of such Swingline Loan.

Swingline Loans. In order to reduce the frequency of transfers of funds from Lenders to Agent for making Revolving Credit Loans and for so long as no Default or Event of Default has occurred and is continuing, Agent shall be permitted (abut not required) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans Revolving Credit Loans to Borrowers upon request by Borrower Representative (the “such Revolving Credit Loans to be designated as "Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date"), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if ; provided that the aggregate principal amount of Swingline Loans outstanding at any time, time will not (i) exceed $22,500,00025,000,000; (ii) when added to the aggregate principal amount of Agent's other Revolving Credit Loans then outstanding plus Agent's Revolving Loan Percentage of the LC Exposure, exceed Agent's Revolving Loans made by Credit Commitment; or (iii) when added to the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline other Revolving Credit Loans then outstanding would plus the LC Exposure (other than the Cash Collateralized LC Exposure), exceed the Swingline CommitmentBorrowing Base. Within the foregoing limits, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower Borrowers may borrow, repay and reborrow Swingline Loans. Immediately upon 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 making 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 two Business Days after (1) Lenders receive notice from Agent that a Swingline Loan has been advanced in respect of a Swingline Loandrawing under a Letter of Credit or (2) in any other circumstance, demand is made by Agent after the occurrence and during the continuance of an Event of Default, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees topurchase and receive from Agent, purchase without recourse or warranty from the Swingline Lender a risk Agent, an undivided interest and participation in such each Swingline Loan to the extent of such Lender's Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to the product of such Lender’s Applicable 's Revolving Loan Percentage times the amount of such Swingline Loan.. Agent shall request settlement with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent in its sole discretion, with respect to the outstanding Swingline Loans

Swingline Loans. (a) The Swingline Lender agrees, subject Notwithstanding anything to and on the terms and conditions of contrary contained in this Agreement, the Borrower may from time to make time request, and the Swingline 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), revolving loans which are to be funded solely by the Swingline Lender (the “Swingline Loans”); provided, however, that (i) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Swingline Loans made outstanding at any time shall not exceed the Swingline Sublimit and (ii) the Total Outstandings shall not exceed the Aggregate Commitments. The Swingline Lender shall give the Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline 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 in its capacity as a Lender outstanding to the Agent and the other Lenders at such any time and its L/C Exposure from time to time (including at such timeany time following the occurrence of a Default) and, would exceed in any event, without notice on the Business Day immediately preceding the Maturity Date, each Lender (including the Swingline Lender’s own ) severally agrees, irrevocably and unconditionally, as provided in the first sentence of Section 2.1(a), and notwithstanding anything to the contrary contained in this Agreement, any Default or the inability or failure of the Borrower or any of its Subsidiaries to satisfy any condition precedent to funding any Loan contained in Article 8 (which conditions precedent shall not apply to this sentence), to make a Revolving Loan, in the form of a Base Rate Loan, in an amount equal to its Commitment at such time; provided, however, that no Borrowing Percentage of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all the Swingline Loans then outstanding would exceed outstanding, and the proceeds of such Revolving Loan shall be promptly paid by the Agent to the Swingline Commitment, (y) the Revolving Credit Exposure Lender and applied as a repayment of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate principal amount of the Swingline Loans then outstanding. If for any reason any Swingline Loan cannot be refinanced by such a borrowing of Revolving Commitments at such time; provided further Loans that (i) 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 be a request by the Swingline Lender that each of the Lenders fund its risk participation in the relevant Swingline Loans and each Lender’s payment to the Agent for the account of the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery be deemed payment in respect of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loanparticipation. Subject to and on the other terms and conditions provisions of this Agreement, the Borrower may borrow, repay prepay and reborrow Swingline LoansLoans hereunder. Immediately upon the making of a Swingline Loan, each Lender Loans shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline LoanBase Rate Loans.

Swingline Loans. (ai)(i) Subject to the requirements of this clause (c), so long as the aggregate amount of outstanding Swingline Loans plus the amount of the requested Swingline Loan does not exceed the Maximum Swingline Loan Amount, Borrower may request that Swingline Lender make available to Borrower by transfer of immediately available funds a Swingline Loan. The Swingline Lender agrees, Loans shall be advanced by Agent (subject to the requirements of Section 8.2 hereof) as Domestic Rate Loans and on shall not exceed in the terms and conditions of this Agreement, to make loans (the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Maximum Swingline Loan Amount. In the event that on any Business Day, Borrower desires that all or any portion of the outstanding Swingline Loans should be reduced in whole or in part, Borrower shall promptly notify Agent to that effect and indicate the portion of the Swingline CommitmentLoans to be reduced. Borrower hereby agrees that it shall notify Agent to reduce the outstanding Swingline Loans may be made even if to $0 at least once every week and, in any event, at any time that the aggregate outstanding principal amount of Swingline Loan equals the Maximum Swingline Loan Amount. Swingline Lender shall notify Agent to reduce the outstanding Swingline Loans outstanding to $0 by conversion of such Swingline Loans to Revolving Advances as described in sub-clause (ii) of this Section 2.1(c), at any time, when added least once each week if Borrower fails to do so. Agent agrees to promptly transmit to Lenders the information contained in each notice received by Agent from Borrower or Swingline Lender and shall concurrently notify Lenders of each Lender’s Commitment Percentage of the obligation to make a Revolving Advance to repay the Swingline Loan (or portion thereof). In no event shall the aggregate outstanding Advances exceed the Maximum Revolving Advance Amount. (ii) Each of the Lenders hereby unconditionally and irrevocably agrees to fund to Agent for the benefit of Swingline Lender, in lawful money of the United States and in same day funds, not later than 1:00 p.m. (New York time) on the Settlement Date, such Xxxxxx’s Commitment Percentage of a Revolving Advance (which Revolving Advance shall be a Domestic Rate Loan and shall be deemed to be requested by Borrower) in the principal amount of the Revolving Loans made by such portion of the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall which is required to be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the paid to Swingline Lender shall under this Section 2.1(c) (regardless of whether the conditions precedent thereto set forth in Article VIII are then satisfied and whether or not make Borrower has provided a Notice of Borrowing under Section 2.2 and whether or not any Swingline Loan if Default or Event of Default exists or all or any Lender is at that time a Defaulting Lenderof the Advances have been accelerated, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory but subject to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions provisions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.45

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make loans (the “Swingline Loans”) Loans to the BorrowerBorrowers, from time to time on any Business Day during the period from Availability Period, in dollars to the Closing Date US Borrower or in Euros to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date)Netherlands Borrower, in an aggregate principal amount at any time outstanding that will not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender result in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all outstanding Swingline Loans then outstanding would exceed exceeding the USD Equivalent of $15,000,000, (ii) the USD Equivalent of the Aggregate Credit Exposures with respect to the Borrowers exceeding the sum of the total Revolving Commitments, (iii) the USD Equivalent of the total Revolving Exposures with respect to the US Borrower exceeding the US Borrowing Base, (iv) the USD Equivalent of the total Revolving Netherlands Exposure with respect to the Netherlands Borrower exceeding the Netherlands Borrowing Base, or (v) the USD Equivalent of the total Revolving Euro Exposures with respect to the Borrowers exceeding the Euro Sublimit.; provided that (x) the Netherlands Borrower shall not be permitted to borrow more than €7,500,000 in Swingline CommitmentLoans, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any an outstanding Swingline Loan, and (z) no Swingline Loans shall be made if any Lender or any Borrower has provided written notice to the Administrative Agent of the occurrence of a Default, unless such Default is waived pursuant to Section 9.02. Subject to Section 2.14, each Swingline Borrowing made in Euros shall be comprised entirely of Swingline Loans bearing interest at the Netherlands Swingline Rate. Within the foregoing limits and on subject to the terms and conditions of this Agreementset forth herein, the Borrower Borrowers may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of To request a Swingline Loan, each Lender the Borrower Representative shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), in the case of Swingline loans denominated in dollars, not later than noon, Chicago time, or in the case of Swingline Loans denominated in Euros, no later than 11:00 a.m., London time, on the day of a proposed Swingline Loan. Each such notice shall be deemed to, irrevocable and hereby irrevocably shall specify the requested date (which shall be a Business Day) and unconditionally agrees to, purchase from amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender a risk participation in of any such notice received from the Borrower Representative. The Swingline Lender shall make each Swingline Loan in an amount equal available to the product Borrowers by means of a credit to the applicable Funding Account(s) (provided, that such credit shall instead be, in the case at the time of such Lender’s Applicable Percentage times Borrowing full cash dominion is in effect pursuant to Article VII of the amount US Security Agreement, to the Collection Account) by 2:00 p.m., Chicago time in the case of the US Borrower, and 11:00 a.m., London time in the case of the Netherlands Borrower, on the requested date of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make swingline loans (individually, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower, Borrowers from time to time on any Business Day during the period from Revolving Credit Commitment Period in accordance with the Closing Date to but not including the Swingline Maturity Date procedures set forth in this Section 2.04, provided that (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans then outstanding would shall not exceed $5.0 million (the “Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the Swingline Commitment, (y) aggregate amount of the Available Revolving Credit Exposure Commitments of any Lender would exceed its all Revolving Commitment at Lenders immediately prior to such time borrowing or (z) result in the Aggregate Revolving Credit Exposure would exceed then outstanding exceeding the Total Revolving Credit 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 repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The Borrower Representative 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 Revolving Commitments at amount of such borrowing. Not later than 2:00 p.m., New York City time; provided further that (i) , on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of the Borrowers at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including office of the delivery 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 Borrowers by the Administrative Agent crediting the account of Cash Collateral, satisfactory the Borrowers on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Swingline LoanLoan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), each Lender by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make swingline loans (individually, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower, Borrowers from time to time on any Business Day during the period from Revolving Credit Commitment Period in accordance with the Closing Date to but not including the Swingline Maturity Date procedures set forth in this Section 2.04, provided that (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time; provided, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (xi) the aggregate principal amount of all Swingline Loans then outstanding would shall not exceed $5.0 million (the “Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the Swingline Commitment, (y) aggregate amount of the Available Revolving Credit Exposure Commitments of any Lender would exceed its all Revolving Commitment at Lenders immediately prior to such time borrowing or (z) result in the Aggregate Revolving Credit Exposure would exceed then outstanding exceeding the Total Revolving Credit 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 repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The Borrower Representative 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 requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the Swingline Lender of the aggregate Revolving Commitments at amount of such time; provided further that (i) borrowing. Not later than 2:00 p.m. on the Borrowing Date specified in such notice the Swingline Lender shall not make any such Swingline Loan if any Lender is available to the Administrative Agent for the account of the Borrowers at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including Administrative Agent’s Office in funds immediately available to the delivery Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower Representative by the Administrative Agent crediting the account of Cash Collateral, satisfactory the Borrower Representative identified in the most recent Notice of Account Designation with the amount made available to the Administrative Agent by the Swingline Lender (or, in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making case of a Swingline LoanLoan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), each Lender by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender in a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the minimum principal amount of such Swingline Loan$500,000 or an integral multiple of $100,000 in excess thereof.

Swingline Loans. (a) The Swingline Lender agrees, subject to and on the terms and subject to the conditions of this Agreementset forth herein and in the other Loan Documents and, subject to Section 2.23(a)(vi), to make a portion of the Revolving R-2 Facility Commitments available to the Canadian Borrower from time to time during the Availability Period by making loans in Dollars or Canadian Dollars, as applicable, to the Canadian Borrower (each such loan, a “Swingline Loan” and, collectively, the “Swingline Loans”); provided that (A) to the Borrower, from time to time on any Business Day during the period from the Closing Date to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount of the Swingline Loans outstanding at any one time shall not exceed the Swingline Commitment, (B) with regard to each Lender individually (other than the Swingline Lender in its capacity as such), such Lender’s outstanding Revolving R-2 Facility Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding L/C Obligations shall not at any time outstanding not exceeding exceed such Lender’s Revolving R-2 Commitment Percentage of the Swingline Commitment. Swingline Loans may be made even if Revolving R-2 Committed Amount, (C) with regard to the Revolving R-2 Facility Lenders collectively, the sum of the aggregate principal amount of Swingline Loans outstanding at any time, when added to plus the aggregate principal amount of Revolving R-2 Facility Loans outstanding plus the aggregate amount of L/C Obligations outstanding shall not exceed the Revolving R-2 Committed Amount and (D) the Swingline Commitment shall not exceed the aggregate of the Revolving R-2 Facility Commitments then in effect. Swingline Loans denominated in Dollars shall be made by and maintained as ABR Loans, and Swingline Loans denominated in Canadian Dollars shall be made and maintained as Canadian Prime Rate Loans. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Lender in its capacity as a Lender outstanding at Termination Date. Swingline Loans may be made notwithstanding the fact that such time and its L/C Exposure at such timeSwingline Loans, would exceed when aggregated with the Swingline Lender’s own other Revolving Commitment at such time; providedR-2 Facility Credit Exposure, however, that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed exceeds its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.R-2

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, any Swingline Lender may in its sole discretion, in reliance upon the agreements of the Lenders set forth in this AgreementSection 2.03, to make loans (the each such loan, a “Swingline LoansLoan”) ), denominated in Dollars, to the Borrower, Borrowers from time to time on any Business Day during the period from the Closing Date Availability Period applicable to but not including the Swingline Maturity Date (or, if earlier, the Revolving Termination Date), Extending Lenders in an aggregate principal amount not to exceed at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such timeSwingline Sublimit; provided, however, provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect theretoto any Swingline Loan, (xi) such Swingline Loan, when aggregated with the Revolving Credit Exposure of the Lender acting as such Swingline Lender, shall not exceed such Lender’s Commitment, (ii) the aggregate principal amount of all outstanding Swingline Loans then outstanding would shall not exceed the Swingline Commitment, $50,000,000 and (yiii) the Total Revolving Credit Exposure of any Lender would shall not exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such timeCommitments; and provided further that (i) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Subject Within the foregoing limits and subject to and on the terms and conditions of this Agreementset forth herein, the Borrower Borrowers may borrow, repay prepay and reborrow Swingline Loans. Subject to Section 2.03(c)(ii), each Swingline Loan shall bear interest at a rate that is mutually agreeable to the applicable Swingline Lender and the applicable Borrower at the time such Borrower delivers a Swingline Borrowing Request for a Swingline Loan to such Swingline Lender (the “Agreed Swingline Rate”). Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times multiplied by the amount of such Swingline Loan.

Swingline Loans. (a) The Swingline Lender agrees, subject Subject to and on the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this AgreementSection 2.04, agrees to make loans (the “Swingline Loans”) Loans in Dollars or Canadian Dollars to the Borrower, Revolving Borrowers from time to time on any Business Day during and after the period from Restatement Date and until the Closing Date to but not including the Swingline Latest Revolving Credit Maturity Date (or, if earlier, the Revolving Termination Date), in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment. Swingline Loans may be made even if the aggregate principal amount of Swingline Loans outstanding at any time, when added to the aggregate principal amount of the Revolving Loans made by the Swingline Lender in its capacity as a Lender outstanding at such time and its L/C Exposure at such time, would exceed the Swingline Lender’s own Revolving Commitment at such time$15,000,000; provided, however, provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the aggregate principal amount of all Swingline Loans then outstanding would exceed the Swingline Commitment, (y) the Revolving Credit Exposure of any Lender would exceed its Revolving Commitment at such time or (z) the Aggregate Revolving Credit Exposure would exceed the aggregate Revolving Commitments at such time; provided further that (i) the Swingline Lender shall not be required to make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that the Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, (y) after giving effect to 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 (z) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Xxxxxx’s Revolving Credit Commitment. Subject 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 Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate 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 on subject to the terms and conditions of this Agreementset forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan denominated in Dollars shall bear interest only at a rate based on the Borrower may borrow, repay Alternate Base Rate and reborrow each Swingline LoansLoan denominated in Canadian Dollars shall bear interest only at a rate based on the Canadian Prime Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan.