Common use of Swingline Loans Clause in Contracts

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from time to time during in dollars until the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that the Swingline Lender shall not use the proceeds of any be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan. Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan and if (i) any Revolving Lender shall be a Defaulting Lender, or (ii) any Revolving Lender shall have notified the Swingline Lender and the Borrower shall in writing at least one Business Day prior to the date of Borrowing with respect to such Swingline Loan that the conditions set forth in Section 5.2 have not request, been satisfied and such conditions remain unsatisfied as of the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to requested time of the making of such Swingline Loans, Loan. Within the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made foregoing limits and subject to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) terms and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodconditions set forth herein, the Borrower may borrow, repay the prepay and reborrow Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofLoans.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Borrowers from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in an aggregate principal amount at any time outstanding not to the Borrowerexceed $5,000,000; provided that (i) after giving effect to such Swingline Loan, the Borrower aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not use exceed the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan Total Revolving Credit Commitment and (ii) the Borrower Swingline Lender shall not request, and the be required to make a Swingline Lenders shall not make, any Loan to refinance an outstanding Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Loan. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed $100,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Administrative Agent and the Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made (x) equal to the extent that entire unused balance of the aggregate unpaid principal amount Swingline Commitment or (y) required to finance the reimbursement of all Borrowing Base A Loans would exceed an LC Disbursement as contemplated by Section 2.05(e). Within the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) foregoing limits and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made subject to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodterms and conditions set forth herein, the Borrower Borrowers may borrow, repay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Swingline Loans in whole Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and the Borrower or in part and reborrow, all Borrowers for such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the terms and conditions hereofinstructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in an aggregate principal amount at any time outstanding not to the Borrowerexceed $10,000,000; provided that (ix) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any an outstanding Swingline Loan and (iiy) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such any Swingline LoansLoan, the aggregate amount Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Available Commitments would be less than zero; provided, however, that (i) no Total Revolving Credit Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $100,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made (x) equal to the extent that entire unused balance of the aggregate unpaid principal amount Unused Revolving Credit Commitments or (y) required to finance the reimbursement of all Borrowing Base A an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such may be borrowed, prepaid and reborrowed. To request a Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay shall notify the Swingline Loans in whole Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 2:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrower on the same Business Day by means of a credit to the Funding Account or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans Loans (“Swingline Loans”) to Borrower solely for the Borrower; provided Swingline Lender’s own account, from time to time during the Availability Period, up to an aggregate principal amount at any one time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $5,000,000 or (ii) the Borrowing Base B Limitsum of the aggregate Unused Revolving Credit Commitments of the Lenders at such time being exceeded; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed required to make a Swingline Loan to refinance an outstanding Swingline Loan. The Swingline Lender shall not make any Swingline Loan in the period commencing one Business Day after the Swingline Lender shall have received written notice in accordance with Section 10.5 of this Agreement from the Agent or any Lender that one or more of the conditions contained in Article III are not then satisfied or a Default or an Event of Default exists and ending upon the satisfaction or waiver of such condition(s) or cure or waiver of such Default or Event of Default. Swingline Loans shall bear interest payable monthly on any date the first calendar day of each month at the ABR Option from time to time in any rolling period effect. Each outstanding Swingline Loan shall be payable on the Business Day following demand therefor or automatically without demand on the Revolving Credit Maturity Date, together with interest accrued thereon, and shall otherwise be subject to all other terms and conditions applicable to all Revolving Loans, except that all interest thereon shall be payable to the Swingline Lender solely for its own account other than in the case of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodthe purchase of a participation therein in accordance with Section 2.3(c) of this Agreement. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay the and reborrow Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofLoans.

Swingline Loans. (a) (i) Subject to the terms and conditions hereofset forth herein, the applicable Swingline Lenders mayLender agrees to make Swingline Loans denominated in US Dollars to US Borrower, denominated in C$ or Dollars to the Canadian Borrower or denominated in British Pounds Sterling, Dollars or Euros to the UK Borrower, in their sole discretion, agree to make a portion of the credit otherwise available to the Borrower under the Commitments each case from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that (i) the Borrower shall will not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and result in (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding (A) US Swingline Loans would exceed exceeding $15,000,000, (B) UK Swingline Loans exceeding $5,000,000 or (C) Canadian Swingline Loans exceeding $1,000,000 or (iii) the total Credit Exposure of any Class exceeding (x) the lesser of (A) the total Revolving Commitments of such Class and (B) the Borrowing Base B Limitof the applicable Borrower, minus (y) the Commitment Reserves established with respect to the applicable Loan Parties and the Collateral owned by the applicable Loan Parties; provided further that Borrowing Base B Loans may not no Swingline Lender shall be borrowed on 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, any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower Representative or the applicable Borrower shall notify the Applicable Agent of such request by telephone (confirmed by facsimile), not later than 11:00 a.m., Local Time (unless such Borrowing is a US Swingline Loans Loan, in whole which case 12:00 p.m., Local Time), on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Applicable Agent will promptly advise the applicable Swingline Lender (and the Administrative Agent if the Administrative Agent is not the Applicable Agent) of any such notice received from the Borrower Representative. The applicable Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the applicable Funding Account (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or in part fees or expenses as provided by Section 2.18(g), Section 2.18(h) or Section 2.18(i) (as applicable) by remittance to the Applicable Agent to be distributed to the applicable Revolving Lenders) by 2:00 p.m., Local Time, on the requested date of such Swingline Loan. The US Borrower and reborrowthe Canadian Borrower hereby authorizes the applicable Swingline Lender to, all in accordance with and such Swingline Lender shall, subject to the terms and conditions hereofset forth herein (but without any further written notice required), on each Business Day, make available to the US Borrower by means of a credit to the applicable Controlled Disbursement Account, the proceeds of a Swingline Loan to the extent necessary to pay checks to be drawn on the US Borrower’s Controlled Disbursement Account or Canadian Borrower’s Controlled Disbursement Account, as applicable, that day (as determined based on notice from the Administrative Agent).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Availability Period, the Swingline Loans”) Lender may agree, but shall have no obligation, to make Swingline Loans to the Borrower; provided , in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding the Borrowing Base B LimitSwingline Lender’s Swingline Commitment, (ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by fax) or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not later than noon, New York time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Loans Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower, to the extent the Swingline Lender elects to make such Swingline Loan by means of a credit to the Funding Account(s) (or, in whole the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or in part and reborrowfees or expenses as provided by Section 2.18(c), all in accordance with by remittance to the terms and conditions hereofAdministrative Agent to be distributed to the Lenders) by 2:00 p.m., New York time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders Lender may, in their its sole discretion, agree to make a portion of the credit otherwise available Swingline Loans in Dollars to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds aggregate principal amount of any Swingline Loan to refinance or repay any outstanding Swingline Loan and Loans exceeding the Swingline Commitment, or (ii) the Borrower shall not request, total Revolving Facility Credit Exposure exceeding the lesser of (x) the total Revolving Facility Commitments minus any Line Reserves and (y) the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zeroBorrowing Base; provided, however, that (i) no Swingline Loan for the purposes of this calculation, the Revolving Facility Commitments and the Borrowing Base, as applicable, shall be made adjusted downward to account for (A) any Reserve that the Administrative Agent has, in its Permitted Discretion, decided to establish against the Revolving Facility Commitments or the Borrowing Base, as applicable, during the pendency of the three-Business Day notice period prior to such Reserve taking effect and (B) any Account ceasing to be an Eligible Account or any Inventory ceasing to be Eligible Inventory because of the adjustment of or imposition of new exclusionary criteria pursuant to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value last paragraph of the Pledged definition of “Eligible Assets (including Account” or “Eligible Inventory,” as applicable, during the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect pendency of the three-Business Day notice period prior to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limitexclusion taking effect; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been no event shall the Swingline Lender make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Borrowing. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay the prepay and reborrow Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofLoans.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line swingline loans (“Swingline Loans”) to the BorrowerBorrower from time to time on and after the Closing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (i) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such any Swingline LoansLoan, the aggregate amount Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Available Commitments would be less than zero; provided, however, that (i) no Total Revolving Credit Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $50,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made (1) equal to the extent that entire unused balance of the aggregate unpaid principal amount unused Revolving Credit Commitments or (2) required to finance the reimbursement of all Borrowing Base A an LC Disbursement as contemplated by Section 2.05(d). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such may be borrowed, prepaid and reborrowed. To request a Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay shall notify the Swingline Loans Lender (with a copy to the Administrative Agent) of such request by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower, not later than 12:00 p.m. on the day of a proposed Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrower on the same Business Day by means of a credit to the account designated in whole the related Borrowing Request or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders Lender may, in their sole discretion, agree to make a portion its discretion and in reliance upon the agreements of the credit otherwise available other Lenders set forth in this Section 3.8, make loans (each such loan, a “Swingline Loan”) to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) on any Business Day prior to the BorrowerRevolving Credit Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit; provided provided, however, that after giving effect to any Swingline Loan, (i) the Total Revolving Outstandings shall not exceed the Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan Loan. Within the foregoing limits, and (ii) subject to the other terms and conditions hereof, the Borrower shall not requestmay borrow under this Section 3.8, prepay under Section 5.3, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no reborrow under this Section 3.8. Each Swingline Loan shall be made a Base Rate 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 extent product of such Lender’s Percentage times the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans denominated in (i) US Dollars to any Borrower and (ii) Canadian Dollars to the Borrower under the Commitments Canadian Borrower, from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in an aggregate principal amount at any time outstanding not to the Borrowerexceed US$10,000,000; provided provided, that (ix) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any an outstanding Swingline Loan Loan, as the case may be, and (iiy) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such any Swingline LoansLoan, the aggregate amount Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Available Commitments would be less than zero; provided, however, that (i) no Total Revolving Credit Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than US$500,000 or CA$500,000, as applicable, or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided, that, notwithstanding the foregoing minimum amount, a Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made (x) equal to the extent that entire unused balance of the aggregate unpaid principal amount Unused Revolving Credit Commitments or (y) required to finance the reimbursement of all Borrowing Base A an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans would exceed may be borrowed, prepaid and reborrowed. To request a Swingline Loan, the aggregate Loan Value Borrower Representative shall notify the Swingline Lender (with a copy to the Administrative Agent) of the Pledged Eligible Assets such request in writing (by hand delivery, email or other electronic transmission (including “.pdf” or “.tif”)), not later than 2:00 p.m. on the Pledged Eligible Assets referred to in Section 2.4(a)(ii) day of a proposed Swingline Loan. Each notice with respect to a Swingline Loan by the Borrower Representative pursuant to this Section 2.04 shall be delivered to the Administrative Agent in the form of a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Each such Swingline Loan Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), currency and amount of the requested Swingline Loan) and (iii) no . The Swingline Lender shall make each Swingline Loan that is a Borrowing Base B Loan shall be made available to the extent that applicable Borrower by means of a credit to the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole Funding Account or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the Borrower Representative (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Swingline Loans. (a) Subject to the terms and conditions hereof, including without limitation Section 2.15., each Swingline Lender agrees to make Swingline Loans to the Borrower, during the period from the Effective Date to but excluding the Swingline Lenders mayMaturity Date, in their sole discretionan aggregate principal amount at any one time outstanding up to, agree to make a portion of the credit otherwise available to the Borrower under the Commitments but not exceeding, $62,500,000, as such amount may be reduced from time to time during in accordance with the Commitment Period by making swing line loans (“terms hereof; provided, that no Swingline Loans”) Lender shall be obligated to the Borrower; provided that (i) the Borrower shall not use the proceeds of any make a Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline LoansLoan, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Revolving Loans made by it in its capacity as a Lender plus the aggregate principal amount of outstanding Swingline Loans made by it in its capacity as a Swingline Lender would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Commitment of such Swingline Lender in its capacity as a Lender. If at any time the aggregate principal amount of the Swingline Loans may not be borrowed on outstanding at such time exceeds the Swingline Commitment of such Swingline Lender in effect at such time, or if at any date time the aggregate principal amount of the outstanding Swingline Loans and outstanding Revolving Loans made by the Swingline Lender in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During its capacity as a Lender exceeds the Commitment Periodof such Swingline Lender in its capacity as a Lender in effect at such time, the Borrower shall immediately pay the Administrative Agent for the account of such Swingline Lender the amount of such excess, and, subject to the parenthetical in the last sentence of Section 3.2., the proceeds of such payment shall be applied to repay outstanding Swingline Loans. Subject to the terms and conditions of this Agreement, the Borrower may borrow, repay the and reborrow Swingline Loans in whole or in part and reborrowhereunder. For the avoidance of doubt, all in accordance with subject to the terms of this Agreement, (i) the Borrower may request a Swingline Loan from one Swingline Lender without having to make a request for a Swingline Loan from the other Swingline Lender, and conditions hereof(ii) outstanding Swingline Loans may be repaid in such order as the Borrower may elect.

Swingline Loans. (a) Subject to the terms and conditions hereof, including, without limitation, Section 2.16., each Swingline Lender severally and not jointly agrees to make Swingline Loans denominated in Dollars to the Company, during the period from the Revolving Credit Effective Date to but excluding the Swingline Lenders mayMaturity Date, in their sole discretionan aggregate principal amount at any one time outstanding up to, agree to make a portion of but not exceeding, $50,000,000 (the credit otherwise available to the Borrower under the Commitments “Swingline Sublimit”), as such amount may be reduced from time to time during in accordance with the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrowerterms hereof; provided that no Swingline Lender shall be obligated to make Swingline Loans in an aggregate outstanding principal amount in excess of the lesser of (i) one third of the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan Sublimit and (ii) an amount equal to (x) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making Dollar Tranche Revolving Credit Commitment of such Swingline LoansLender in its capacity as a Dollar Tranche Revolving Credit Lender hereunder, minus (y) the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid outstanding principal amount of Dollar Tranche Revolving Credit Loans made by such Swingline Lender in its capacity as a Dollar Tranche Revolving Credit Lender hereunder and such Dollar Tranche Revolving Credit Lender’s participation interest under Section 2.4. in all Loans would exceed the Total Commitments Letters of Credit hereunder (ii) no such lesser amount being such Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that Lender’s “Swingline Availability”). If at any time the aggregate unpaid principal amount Outstanding Amounts of all Borrowing Base A the Swingline Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Swingline Commitments in Section 2.4(a)(ii) with respect to effect at such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that time or the aggregate principal amount of all Borrowing Base B Swingline Loans would made by any Swingline Lender shall exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment PeriodSwingline Lender’s Swingline Availability, the Borrower Company shall immediately pay the Administrative Agent for the account of the applicable Swingline Lender the amount of such excess. Subject to the terms and conditions of this Agreement, the Company may borrow, repay the and reborrow Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofhereunder.

Swingline Loans. (ai) Subject to to, and upon the terms and conditions hereofcontained herein, the Swingline Lenders Lender may, in their its sole discretion, agree make Swingline Loans in U.S. Dollars by way of U.S. Base Rate Loans to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during from the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall Closing Date to, but not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loansincluding, the aggregate amount of the Available Commitments would be less than zeroMaturity Date; provided, however, that (i) no Swingline after giving effect to any amount requested, the Revolving Loan Outstandings shall be made to the extent the aggregate unpaid principal amount of all Loans would not exceed the Total Commitments Revolving Loan Commitment and (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would (after giving effect to any amount requested) shall not exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on Swingline Commitment. Notwithstanding any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During provision herein to the Commitment Periodcontrary, the Swingline Lender and Borrower may borrow, repay agree that the Swingline Facility may be used to automatically draw and repay Swingline Loans in whole or in part (subject to the limitations set forth herein) pursuant to cash management arrangements between Borrower and reborrow, all in accordance with Swingline Lender (the “Sweep Arrangement”). Principal and interest on Swingline Loans deemed requested pursuant to the Sweep Arrangement shall be paid pursuant to the terms and conditions hereofagreed to between Borrower and Swingline Lender (without any deduction, setoff or counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 3.1(h) and any other provision hereof with respect to the timing or amount of payments on the Swingline Loans (other than the requirement that the Swingline Loans be repaid in full on the Maturity Date set forth herein) shall not be applicable to Swingline Loans made and prepaid pursuant to the Sweep Arrangement. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, on the Maturity Date, the outstanding balance of the Swingline Loans (including principal, accrued and unpaid interest and other amounts due and payable with respect thereto) shall be due and be payable and the Swingline Commitment shall terminate. Swingline Loans may be made automatically through the Credit Sweep Option under Swingline Lender’s Stagecoach Sweep® Service subject to the additional terms and conditions set forth in Swingline Lender’s standard documentation for such service as agreed to by Borrower.

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Availability Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders Lender shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments aggregate amount of the Lenders’ Commitments, (ii) no Swingline Loan shall be made to the extent the aggregate principal amount of outstanding Swingline Loans would exceed the Swingline Subcommitment, (iii) no Swingline Loan shall be made to the extent the aggregate principal amount of outstanding Swingline Loans and the Swingline Lender’s Applicable Percentage of outstanding Loans would exceed the Commitments of the Swingline Lender, (iv) no Swingline Loan that is a Borrowing Base Tranche A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base Tranche A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets Assets, (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iiiv) no Swingline Loan that is a Borrowing Base Tranche B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base Tranche B Loans would exceed the Borrowing Base Tranche B Limit and (vi) no Swingline Loan that is a Tranche C Loan shall be made to the extent that the aggregate principal amount of all Tranche C Loans would exceed the Tranche C Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Availability Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Availability Period, the Swingline Loans”) Lender may agree, but shall have no obligation, to make Swingline Loans in dollars to the Borrower; provided , in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $25,000,000, (ii) the Borrowing Base B LimitDollar Amount of the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Dollar Amount of the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy) or through any Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Loans Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower, to the extent the Swingline Lender elects to make such Swingline Loan, by means of a credit to the Funding Account(s) (or, in whole the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or in part and reborrowfees or expenses as provided by Section 2.18(c), all in accordance with by remittance to the terms and conditions hereofAdministrative Agent to be distributed to the applicable Lenders) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofhereof and relying upon the representations and warranties herein set forth, the each Swingline Lenders mayLender agrees, in their sole discretionseverally and not jointly, agree to make a portion of the credit otherwise available to the Borrower under the Commitments at any time and from time to time during 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 Period by making swing line loans of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) on the basis of quoted interest rates (each, a “Quoted Swingline Rate”) furnished by such Swingline Lender from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans (“ABR Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds of any Swingline Loan Borrower bearing interest at a rate equal to refinance or repay any outstanding Swingline Loan and the Alternate Base Rate in an aggregate principal amount (in the case of this clause (ii)) the Borrower shall not requestto exceed such Swingline Lender’s Swingline Commitment; provided, and the Swingline Lenders shall not make, any Swingline Loans if, that after giving effect to each Swingline Loan, the making Total Facility Exposure shall not exceed the Total Commitment then in effect. The aggregate outstanding principal amount of the Quoted Swingline Loans of any Swingline Lender, when added to the aggregate outstanding principal amount of the ABR Swingline Loans of such Swingline LoansLender, may exceed such Swingline Lender’s Swingline Commitment; provided, that in no event shall the aggregate outstanding principal amount of the Available Swingline Loans exceed the aggregate Swingline Commitments would be less than zero; provided, however, that (i) no then in effect. Each Quoted Swingline Loan shall be made to only by the extent Swingline Lender furnishing the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no relevant Quoted Swingline Loan that is a Borrowing Base A Rate. Each ABR Swingline Loan shall be made to by the extent that the aggregate unpaid principal amount of all Borrowing Base A Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the in a minimum aggregate principal amount of all Borrowing Base B Loans would exceed $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan to be borrowed 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, with notice to the Administrative Agent, a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on any the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodimmediately available funds. During the Commitment Period, the Each Swingline Borrower may borrow, repay the prepay and reborrow Swingline Loans in whole on or in part after the Effective Date and reborrow, all prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall terminate in accordance with herewith) on the terms and subject to the conditions hereofand limitations set forth herein.

Swingline Loans. (a) i. Subject to the terms and conditions hereof, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Commitments Revolving Credit Facility from time to time during prior to the Commitment Period Maturity Date for the Revolving Credit Facility by making swing line swingline loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the BorrowerBorrowers; provided that (ia) the Borrower aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Loan Commitment then in effect, (b) the Borrowers shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the available Revolving Credit Commitments would be less than zero, and (c) the Borrowers shall not use the proceeds of any Swingline Loan to refinance or repay any then outstanding Swingline Loan and (ii) the Borrower shall not request, and Loan. The Borrowers may use the Swingline Lenders shall not makeCommitment by borrowing, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) repaying and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrowreborrowing, all in accordance with the terms and conditions hereof. To the extent not otherwise required by the terms hereof to be repaid prior thereto, the Borrowers shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Maturity Date for the Revolving Credit Facility.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Revolving Availability Period, each Swingline Lender severally agrees to make Swingline Loans”) , denominated in dollars, to the BorrowerBorrower in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $10,000,000, (ii) the aggregate principal amount of the outstanding Swingline Loans made by such Swingline Lender exceeding the Revolving Commitment of such Swingline Lender (in its capacity as a Revolving Lender), (iii) such Swingline Lender’s Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment or (iv) the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment; provided that (iA) the Borrower Swingline Lender shall not use the proceeds of any be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan and (iiB) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lenders ratably in accordance with the respective Revolving Commitments of the Swingline Lenders (in their capacities as Revolving Lenders). Within the foregoing limits and subject to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) terms and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodconditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. The failure of any Swingline Lender to make its ratable portion of a Swingline Loan shall not relieve any other Swingline Lender of its obligations hereunder to make its ratable portion of such Swingline Loan, but no Swingline Lender shall be responsible for the failure of any other Swingline Loans in whole or in part and reborrow, all in accordance with Lender to make the terms and conditions hereofratable portion of a Swingline Loan to be made by such other Swingline Lender on the date of any Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available loans to the Borrower under the Commitments Borrowers (each such loan, a “Swingline Loan”), at any time and from time to time during on or after the Commitment Period by making swing line loans (“Swingline Loans”) Third Restatement Effective Date and prior to the Borrower; provided Swingline Expiry Date, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use sum of the proceeds of any total Swingline Loan to refinance or repay any outstanding Swingline Loan and Exposures exceeding $75,000,000, (ii) the Borrower shall not requestsum of the total Revolving Credit Exposures exceeding the total Commitments, and (iii) any Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (iv) in the case of the Lender acting as the Swingline Lenders shall not makeLender (whether directly or through an Affiliate), any the sum of such Lender’s Revolving Credit Exposure plus (without duplication) the outstanding principal amount of Swingline Loans if, after giving effect to made by the making of Swingline Lender exceeding such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Lender’s Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid principal amount as part of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be consisting of Swingline Loans made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay by the Swingline Loans in whole or in part Lender. Within the foregoing limits and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. Each Swingline Loan shall be denominated in dollars and shall be in an amount that is an integral multiple of $500,000 and not less than $500,000; provided that a Swingline Loan may be made in an aggregate amount that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.5(e).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the each Swingline Lenders mayLender agrees, in their sole discretionseverally, agree to make a portion of the credit otherwise available Swingline Loans in U.S. Dollars to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use Swingline Exposure exceeding the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and Commitment, (ii) the Borrower shall not requestRevolving Facility Exposure of any Swingline Lender exceeding such Swingline Lender’s respective Revolving Facility Commitment or (iii) the Revolving Facility Exposure plus the face amount of letters of credit issued under Section 6.01(s) exceeding the total Revolving Facility Commitments; provided, and that the Swingline Lenders shall not make, any Swingline Loans if, after giving effect be required to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no make a Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no refinance an outstanding Swingline Loan that is a Borrowing Base A Loan shall be made and, to the extent that any HPS Lender is a Swingline Lender, such Swingline Lender shall not be required to fund any Swingline Loans until receipt of corresponding loans under the aggregate unpaid principal Natixis Swingline Agreement. Each Swingline Borrowing shall be in an amount of all Borrowing Base A Loans would exceed the aggregate Loan Value that is an integral multiple of the Pledged Eligible Assets (including Borrowing Multiple, and not less than the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) Borrowing Minimum. Within the foregoing limits and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made subject to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodterms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To the extent that HPS and the HPS Lenders agree to act as Swingline Lenders, it is understood and agreed they may satisfy their obligations hereunder with respect to the making of Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofby causing a Third Party Swingline Lender to make such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof, in order to reduce the Swingline frequency of transfers of funds from Lenders mayto Agent for making Revolving Credit Loans, in their sole discretion, agree Agent shall be permitted (but not required) to make a portion of the credit otherwise available Revolving Credit Loans to the Borrower under the Commitments from time Borrowers upon request by Borrowers (such Revolving Credit Loans to time during the Commitment Period by making swing line loans (be designated as “Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that Swingline Loans outstanding at any time will not (i) no Swingline Loan shall be made exceed $5,000,000; (ii) when added to the extent principal amount of Agent’s other Revolving Credit Loans then outstanding plus Agent’s Revolving Loan Percentage of the aggregate unpaid LC Amount, exceed Agent’s Revolving Credit Commitment; or (iii) when added to the principal amount of all other Revolving Credit Loans would exceed then outstanding plus the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would LC Amount, exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodBase. During Within the Commitment Periodforegoing limits, the each Borrower may borrow, repay the and reborrow Swingline Loans. All Swingline Loans shall be treated as Revolving Credit Loans for purposes of this Agreement, except that (a) all Swingline Loans shall be Base Rate Portions and (b) notwithstanding anything herein to the contrary (other than as set forth in whole or in part and reborrowthe next succeeding sentence), all principal and interest paid with respect to Swingline Loans shall be for the sole account of Agent in accordance with its capacity as the terms 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 drawing 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 irrevocably and conditions hereofunconditionally purchase and receive from Agent, without recourse or warranty from Agent, an undivided interest and participation in 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 such Lender’s Revolving Loan Percentage of such Swingline Loan. Swingline Loans will be settled between the Agent and the Lenders in the manner set forth in subsection 3.1.3. Borrowers, Agent and the Lenders hereby agree that any and all “Swingline Loans” under and as defined in the Original Loan Agreement that are outstanding as of the Closing Date shall be deemed to be Swingline Loans advanced under this Agreement.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders mayLender agrees, in their sole discretionreliance upon the agreements of the other Lenders set forth in this Section 2.04, agree to make a portion of the credit otherwise available (x) U.S. Swingline Loans in Dollars to the either Borrower under the Commitments from time to time during the Commitment Availability Period by making swing line loans and (“y) Alternative Currency Swingline Loans”) Loans in Dollars to either Borrower from time to time during the BorrowerAvailability Period; provided that (i) the Borrower shall not use the proceeds of any no such Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans be permitted if, after giving effect to the making of such Swingline Loansthereto, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed the Swingline Loan Sublimit, (ii) the aggregate U.S. Revolving Credit Exposures would exceed the total U.S. Revolving Commitments, (iii) the aggregate Alternative Currency Revolving Credit Exposures would exceed the total Alternative Currency Revolving Commitments, (iv) the aggregate Revolving Credit Exposures would exceed the Borrowing Base B LimitBase, (v) in the case of a Swingline Loan to the Company, after giving effect thereto, Excess Availability would be less than the greater of (x) $60,000,000 and (y) 40% of the Line Cap unless, in the case of this clause (v), the aggregate Credit Exposure in respect of Loans and Letters of Credit issued for the account of the Bermuda Borrower at such time is not less than $15,000,000 or (vi) in the case of a Swingline Loan to the Bermuda Borrower, the Outstanding Amount of Loans to the Bermuda Borrower would exceed the Bermuda Borrowing Cap; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part Lender shall not make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each U.S. Revolving Lender, in the case of U.S. Swingline Loans, and each Alternative Currency Revolving Lender, in the case of Alternative Currency Swingline Loans, shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (ai) Subject to the terms and conditions hereofrequirements of this clause (c), the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, so long as the aggregate amount of outstanding Swingline Loans plus the Available Commitments would be less than zero; provided, however, that (i) no 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 Loans shall be made advanced by Agent (subject to the extent requirements of Section 8.2 hereof) as Domestic Rate Loans and shall not exceed in the aggregate unpaid principal amount of all Loans would exceed at any time outstanding the Total Commitments (ii) no Maximum Swingline Loan Amount. In the event that is a Borrowing Base A Loan shall be made to the extent on any Business Day, Borrower desires that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value or any portion of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans should be reduced in whole or in part part, Borrower shall promptly notify Agent to that effect and reborrowindicate the portion of the Swingline Loans to be reduced. Borrower hereby agrees that it shall notify Agent to reduce the outstanding Swingline Loans to $0 at least once every week and, all in accordance with any event, at any time that the terms aggregate outstanding principal amount of Swingline Loan equals the Maximum Swingline Loan Amount. Swingline Lender shall notify Agent to reduce the outstanding Swingline Loans to $0 by conversion of such Swingline Loans to Revolving Advances as described in sub-clause (ii) of this Section 2.1(c), at 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 conditions hereofshall 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.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all outstanding Swingline Loans exceeding $15,000,000, (ii) the total Revolving Exposures exceeding the lesser of the Aggregate Commitments and the Tranche A-1 Borrowing Base B Loans would exceed (or, if the Tranche A-1 Commitments have been terminated, the Tranche A Borrowing Base B Limitat such time) or (iii) the Tranche A Credit Extensions exceeding the lesser of the Aggregate Tranche A Commitments and the Tranche A Borrowing Base; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in any rolling period an integral multiple of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period$100,000 and not less than $500,000. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the location and number of the Borrower’s account or other designated account(s) to which funds are to be disbursed. The Administrative Agent will promptly advise the Swingline Loans in whole Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or in part and reborrow, all otherwise in accordance with the terms instructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and conditions hereofin the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from time to time on any Business Day during the Commitment Period by making swing line loans (“Swingline Loans”) period from the Closing Date to the Borrower; provided Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $100,000,000 or (ii) the Borrowing Base B LimitAggregate Outstanding Extensions of Credit exceeding the Total Commitments; provided further that Borrowing Base B the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan (the “Swingline Limit”). The Swingline Loans may from time to time be (i) Base Rate Advances, (ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent and the Swingline Lender in accordance herewith and shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodentitled to be converted into Eurodollar Rate Advance. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. The Borrower hereby unconditionally promises to pay to the Swingline Loans in whole Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first CERC Credit Agreement date after such Swingline Loan is made that is the 15th or in part last day of a calendar month and reborrowis at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Advance is made, the Borrower shall repay all in accordance with the terms and conditions hereofSwingline Loans.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Borrowers from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $2,000,000 or (ii) the Borrowing Base B Limitsum of the Aggregate Revolving Exposures exceeding the lesser of the aggregate Revolving Commitments and Availability; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part foregoing limits and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Parent shall notify the Administrative Agent of such request by a Loan Notice by facsimile, not later than noon, New York time, on the day of a proposed Swingline Loan and the Borrower to which such Swingline Loan is to be made. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Parent. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to such Borrower’s Funding Account (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.13(e), by remittance to the Issuing Bank) on the requested date of such Swingline Loan. All Swingline Loans shall be Base Rate Loans.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line swingline loans (“Swingline Loans”) to the BorrowerBorrower from time to time on and after the Closing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to exceed $15,000,000; provided that (i) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such any Swingline LoansLoan, the aggregate amount Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Available Commitments would be less than zero; provided, however, that (i) no Total Revolving Credit Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $100,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made (1) equal to the extent that entire unused balance of the aggregate unpaid principal amount unused Revolving Credit Commitments or (2) required to finance the reimbursement of all Borrowing Base A an LC Disbursement as contemplated by Section 2.05(d). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such may be borrowed, prepaid and reborrowed. To request a Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay shall notify the Swingline Loans Lender (with a copy to the Administrative Agent) of such request by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower, not later than 1:00 p.m. on the day of a proposed Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrower on the same Business Day by means of a credit to the account designated in whole the related Borrowing Request or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders mayLender agrees to make Swingline Loans to the Borrower, in their sole discretionDollars, agree to make a portion of the credit otherwise available to the Borrower under the Commitments at any time and from time to time during on and after the Closing Date, and until the earlier of the Initial Revolving Credit Maturity Date and the termination of the Swingline Loan Commitment Period by making swing line loans (“Swingline Loans”) to in accordance with the Borrowerterms hereof; provided that (i) the Borrower shall not use the proceeds of any no Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans ifmay be advanced unless, after giving effect to the making any Borrowing of such Swingline Loans, (i) the Swingline Exposure shall not 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 Available Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments would be less than zero; provideddoes not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class. For the avoidance of doubt, howeverexcept for the purpose of calculating the Commitment Fee Rate, that (i) no any advance of Swingline Loans shall reduce the availability under the Revolving Credit Commitment on a dollar-for-dollar basis. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $100,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided that a Swingline Loan may be made in a lesser aggregate amount that is a Borrowing Base A (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 made subject to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofapplicable to other Revolving Loans except that all payments thereon (including interest) shall be payable to the Swingline Lender solely for its own account.

Swingline Loans. (a) Subject to the terms and conditions hereof, including, without limitation, Sections 2.15 and 3.9(c), each Swingline Lender severally and not jointly agrees to make Swingline Loans to the Borrower, during the period from the Effective Date to but excluding the Swingline Lenders mayMaturity Date, in their sole discretionan aggregate principal amount at any one time outstanding up to, agree to make a portion of but not exceeding, $40,000,000 (the credit otherwise available to the Borrower under the Commitments “Swingline Sublimit”), as such amount may be reduced from time to time during in accordance with the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrowerterms hereof; provided that no Swingline Lender shall be obligated to make Swingline Loans in an aggregate outstanding principal amount in excess of the lesser of (i) one-half of the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan Sublimit and (ii) an amount equal to (x) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making Revolving Credit Commitment of such Swingline LoansLender in its capacity as a Revolving Credit Lender hereunder, minus (y) the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid outstanding principal amount of Revolving Credit Loans made by such Swingline Lender in its capacity as a Revolving Credit Lender hereunder and such Revolving Credit Lender’s participation interest under Section 2.3 in all Loans would exceed the Total Commitments Letters of Credit hereunder (ii) no such lesser amount being such Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that Lender’s “Swingline Availability”). If at any time the aggregate unpaid principal amount Outstanding Amounts of all Borrowing Base A the Swingline Loans would exceed exceeds the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to Swingline Commitments in Section 2.4(a)(ii) with respect to effect at such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that time or the aggregate principal amount of all Borrowing Base B Swingline Loans would made by any Swingline Lender shall exceed such Swingline Lender’s Swingline Availability, the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period Borrower shall immediately pay the Administrative Agent for the account of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during the applicable Swingline Lender the amount of such periodexcess. During Subject to the Commitment Periodterms and conditions of this Agreement, the Borrower may borrow, repay the and reborrow Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofhereunder.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders Lender may, in their its sole discretion, agree to make a portion discretion in reliance upon the agreements of the credit otherwise available Revolving Lenders set forth in this Section 2.04, make Swingline Loans to the Borrower under the Commitments from time to time during the Commitment Revolving Availability Period (provided that such Swingline Lender shall not be required to make Swingline Loans after the Latest Maturity Date applicable to the Class of Revolving Commitments held by making swing line loans such Swingline Lender) in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000 (the “Swingline LoansSublimit”), or (ii) failure of any of the Credit Extension Conditions to the Borrowerbe satisfied; provided that (ix) the Borrower Swingline Lender shall not use the proceeds of any be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan and (iiy) the Borrower Swingline Lender shall not requesthave any obligation, and the Swingline Lenders shall not makeunder this Agreement or otherwise, to make any Swingline Loans ifLoan requested by the Borrower hereunder and may, after giving effect in its sole discretion, decline to make a requested Swingline Loan. Within the foregoing limits and subject to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) terms and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodconditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, the Swingline Loans Lender shall be deemed to grant, and each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in whole such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage (determined without regard to any separate Class or in part and reborrow, all in accordance with Classes of Revolving Commitments of such Lender) times the terms and conditions hereofamount of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion Swingline Loans to any Borrower (or the Top Borrower on behalf of the credit otherwise available to the Borrower under the Commitments any Borrower) from time to time during on and after the Commitment Period by making swing line loans (“Swingline Loans”) Closing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to the Borrowerexceed $20,000,000; provided that (ix) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any outstanding Swingline Loan and (iiy) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such any Swingline LoansLoan, the aggregate amount Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Available Commitments would be less than zero; provided, however, that (i) no Total Revolving Credit Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $100,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made (x) equal to the extent that entire unused balance of the aggregate unpaid principal amount unused Revolving Credit Commitments or (y) required to finance the reimbursement of all Borrowing Base A an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans would exceed may be borrowed, prepaid and reborrowed. To request a Swingline Loan, the aggregate Loan Value relevant Borrower (or the Top Borrower on behalf of the Pledged Eligible Assets relevant Borrower) shall notify the Swingline Lender (including with a copy to the Pledged Eligible Assets referred to in Section 2.4(a)(iiAdministrative Agent) with respect to of such request by telephone (confirmed by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower), not later than 2:00 p.m. on the day of a proposed Swingline Loan) and (iii) no . The Swingline Lender shall make each Swingline Loan that is a Borrowing Base B Loan shall be made available to the extent that relevant Borrower (or the aggregate principal amount Top Borrower on behalf of all the relevant Borrower) by means of a credit to the account designated in the related Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole Request or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $50,000,000 or (ii) the Borrowing Base B Limitsum of the total Revolving Exposures exceeding the lesser of the total Revolving Commitments and Availability; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 2:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Loans Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account (or, in whole the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.23(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or in part and reborrowfees or expenses as provided by Section 2.17(c), all in accordance with by remittance to the terms and conditions hereofAdministrative Agent to be distributed to the Lenders) by 4:00 p.m. on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Borrowers from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower aggregate principal amount of outstanding Swingline Loans exceeding $40,000,000, or (ii) the total ABL Revolving Exposures exceeding the ABL Line Cap; provided that the Swingline Lender shall not use the proceeds of any be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan. Each Swingline Loan shall be in an integral multiple of $100,000 and (ii) not less than $500,000 or such lesser amount as may be agreed by the Borrower shall not Administrative Agent. The Borrowers may request, and the Swingline Lenders shall not Lender may make, any a Swingline Loans if, after giving effect Loan notwithstanding that the Borrowers have not borrowed up to the making of such Swingline Loans, the aggregate full amount of the Available Commitments would be less than zero; provided, however, that (i) no FILO Line Cap at the time of such request. Any Swingline Loan shall be advanced by the Swingline Lender is made in reliance on the agreements of the other Lenders set forth in this Agreement. Within the foregoing limits and subject to the extent terms and conditions set forth herein, the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Borrowers may borrow, prepay and reborrow Swingline Loan that is Loans. To request a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay Agent shall notify the Swingline Loans in whole Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrowers. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the Borrower Agent (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders mayLender, in their sole discretionreliance on the agreements of the Revolving Lenders set forth in this Section, agree agrees to make a portion of Swingline Loans under the credit otherwise available Revolving Commitments to the Borrower under the Commitments in Dollars from time to time on any Business Day during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding the Borrowing Base B LimitSwingline Sublimit, (ii) the total Revolving Credit Exposure exceeding the total Revolving Commitments then in effect, or (iii) Revolving Credit Exposure of any Revolving Lender exceeding such Lender’s Revolving Commitment; provided further that Borrowing Base B Loans may that, the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. Each Swingline Loan shall be in an amount that is not less than $1,000,000. Swingline Loans shall be Base Rate Loans. Immediately upon the making of a Swingline Loan by the Swingline Loans Lender, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a participation in whole or such Swingline Loan in part and reborrow, all in accordance with an amount equal to such Revolving Lender’s Applicable Percentage of the terms and conditions hereofamount of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $10,000,000, (ii) the total Revolving Exposures exceeding the total Revolving Commitments or (iii) the total Revolving Exposures exceeding the Borrowing Base B LimitBase; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and whether such Swingline Loan shall be an ABR Loan or shall bear interest at an alternate rate agreed upon by the Borrower and the Swingline Loans in whole or in part and reborrow, all in accordance Lender. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the terms and conditions hereofSwingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject In addition to the other options available to Borrower hereunder, up to $10,000,000 of the Swingline Lender's Commitment, shall be available for Swingline Loans subject to the following terms and conditions conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with SECTION 2.9 hereof. Unless otherwise approved in writing by the Required Lenders, no Swingline Loan may be made by the Swingline Lenders may, Lender if the Swingline Lender has either given or received written notice that a Default has occurred prior to making such Swingline Loan unless such Default has theretofore been cured or waived in their sole discretion, agree accordance with the terms hereof. All Swingline Loans shall bear interest at the Floating Rate and shall be deemed to make be Floating Rate Advances. In no event shall the Swingline Lender be required to fund a portion Swingline Loan if it would increase the total aggregate outstanding Loans (including Swingline Loans but not including Competitive Bid Loans) by Swingline Lender hereunder to an amount in excess of its Commitment. Upon request of the credit otherwise available Swingline Lender made to all the Borrower under the Commitments from time Lenders, each Lender irrevocably agrees to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions for disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided no Lender shall be required to refinance or repay any have total outstanding Loans (other than Competitive Bid Loans) in an amount greater than its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender's Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower shall not request, and to the Administrative Agent for the benefit of the Swingline Lenders Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall not make, any Swingline Loans if, after giving effect be paid when due by the Borrower to the making Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in SECTION 7.7 OR 7.8 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline LoansLoan. From and after the date of each Lender's purchase of its participating interest in a Swingline Loan, if the Swingline Lender receives any payment on account thereof, the aggregate Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the Available Commitments would be less than zeroperiod of time during which such Lender's participating interest was outstanding and funded); provided, however, that (i) no in the event that such payment was received by the Swingline Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all outstanding for more than five (5) days at a time and Swingline Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period outstanding for more than a total of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 ten (10) days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofany month.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders Lender may, in their its sole discretiondiscretion and without any obligation, agree make Swingline Loans to make a portion of the credit otherwise available to the Borrower under the Commitments Altair Engineering, from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole exceeding $5,000,000 or in part (ii) (x) the sum of Aggregate Revolving Exposures plus the Ancillary Facility Exposure exceeding (y) the Aggregate Revolving Commitments. Within the foregoing limits and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, Altair Engineering may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of such request in writing in a form acceptable to the Administrative Agent, not later than such time agreed to by the Administrative Agent on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the applicable Borrower. If the Swingline Lender decides in its sole discretion to make a Swingline Loan, the Swingline Lender will make each Swingline Loan available to Altair Engineering by means of a credit to the Funding Account(s) (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 2:00 p.m., eastern time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to The Swingline Lender agrees, on the terms and subject to the conditions hereofset forth herein and in the other Loan Documents and, the Swingline Lenders maysubject to Section 2.23(a)(vi), in their sole discretion, agree to make a portion of the credit otherwise Revolving Facility Commitments available to the Canadian Borrower under the Commitments from time to time during the Commitment Availability Period by making swing line loans in Dollars to the Canadian Borrower (each such loan, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower); provided that (iA) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B the Swingline Loans would 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 Facility Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding L/C Obligations shall not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (C) with regard to the Revolving Facility Lenders collectively, the sum of the aggregate principal amount of Swingline Loans outstanding plus the aggregate amount of Revolving Facility Loans outstanding plus the aggregate amount of L/C Obligations outstanding shall not exceed the Revolving Committed Amount and (D) the Swingline Commitment shall not exceed the aggregate of the Revolving Facility Commitments then in effect. Swingline Loans shall be denominated in Dollars and shall be made and maintained as ABR Loans. 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 Swingline Loans, when aggregated with the Swingline Lender’s other Revolving Facility Credit Exposure, exceeds its Revolving Facility Commitment. The proceeds of a Swingline Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodused, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrowpart, all in accordance with the terms and conditions hereofto refund any prior Swingline Borrowing.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, Lender may in their sole its discretion, agree to make a portion and in reliance upon the agreements of the credit otherwise other Revolving Lenders set forth in this Section 2.05, make available Swingline Loans to the Borrower under the Commitments Borrowers from time to time during the Commitment Availability Period by making swing line loans (“Swingline Loans”) to the Borrower; provided in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $30,000,000 or (ii) the total Revolving Exposures exceeding the lesser of the total Revolving Commitments and the Borrowing Base B LimitBase; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower may borrowAgent shall notify the Agent of such request by telephone (confirmed by facsimile), repay not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Agent will promptly advise the Swingline Loans in whole Lender of any such notice received from the Borrower Agent. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or in part and reborrow, all otherwise in accordance with the terms instructions of the Borrower Agent (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and conditions hereofin the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the Lenders) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein (including satisfaction of the conditions precedent set forth in Sections 5.1 (on the Closing Date) and 5.2 (upon the making of each Swingline Loan)), the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to period from the Borrower; provided Closing Date until the Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $100,000,000 (the Borrowing Base B Limit“Swingline Commitment”) or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided further that Borrowing Base B the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. The Swingline Loans may from time to time be (i) ABR Loans, (ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent and the Swingline Lender in accordance herewith (and shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodentitled to be converted into Eurodollar Rate Loans). During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. The Borrower hereby unconditionally promises to pay to the Swingline Loans in whole or in part Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and reborrow, all in accordance with the terms and conditions hereoffourteenth (14th) Business Day after such Swingline Loan is made.

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make swingline loans (individually, a portion of “Swingline Loan” and collectively, the credit otherwise available “Swingline Loans”) to the Borrower under the Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans (“Swingline Loans”) to in accordance with the Borrowerprocedures set forth in this Section 2.04; provided that (i) the Borrower aggregate principal amount of all Swingline Loans shall not use exceed $5,000,000 (the proceeds of “Swingline Sublimit”) at any Swingline Loan to refinance or repay any outstanding Swingline Loan and one time outstanding, (ii) the Borrower shall not request, and the Swingline Lenders shall not make, principal amount of any borrowing of Swingline Loans if, after giving effect to the making of such Swingline Loans, may not exceed the aggregate amount of the Available Revolving Credit Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed Revolving Lenders immediately prior to such borrowing or result in the Aggregate Revolving Credit Exposure then outstanding exceeding the Total Revolving Credit Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to then in Section 2.4(a)(ii) with respect to such Swingline Loan) effect, and (iii) in no event may Swingline Loans be borrowed hereunder if (x) a Default or Event of Default shall have occurred and be continuing and (y) such Default or Event of Default shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.04 may be repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. Borrower shall give the Administrative Agent notice of any Swingline Loan that is requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the Swingline Lender of the aggregate amount of such borrowing. Not later than 2:00 p.m., New York City time, on the Borrowing Date specified in such notice the Swingline Lender shall make such Swingline Loan available to the Administrative Agent for the account of Borrower at the office of the Administrative Agent set forth in Section 9.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to Borrower by the Administrative Agent crediting the account of Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing Base B Loan pursuant to this Section 2.04 shall be made to the extent that the aggregate in a minimum principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date $250,000 or an integral multiple of $100,000 in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofexcess thereof.

Swingline Loans. (a) Subject The Administrative Agent, the Swingline Lender and Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and in the amount requested, same day funds to the Borrowers, on the applicable Borrowing date to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Lenders, including without limitation the provisions of Section 4.02, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions hereofset forth herein (but without any further written notice required), the Swingline Lenders maynot later than 1:00 p.m., in their sole discretionNew York City time, agree to on each Business Day, make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period Borrowers by making swing line loans (“Swingline Loans”) means of a credit to the BorrowerFunding Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrowers shall be deemed to have requested an ABR Borrowing pursuant to Section 2.03 in the amount of such deficiency to be made on such Business Day. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $10,000,000. Notwithstanding anything to the contrary contained herein, The Swingline Lender shall not make any Swingline Loan if (i) at any time JPMCB shall be the Borrower shall not use the proceeds sole Lender hereunder of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the requested Swingline Lenders shall not make, any Swingline Loans if, Loan exceeds Borrowing Base Availability (after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no ). All Swingline Loan that is a Borrowing Base B Loan Loans shall be made to ABR Borrowings. Borrower acknowledges that as of the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment PeriodThird Restatement Date, the Borrower may borrow, repay the outstanding balance of Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofis $0.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders Lender may, in their its sole discretion, agree to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Borrowers from time to time during from the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall Effective Date through, but not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loansincluding, the Maturity Date, in an aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments at any time outstanding that will not result in (iix) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding the Borrowing Base B LimitSwingline Commitment or (y) the Outstanding Amount of Revolving Advances exceeding the Aggregate Revolving Commitments then in effect; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part foregoing limits and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall bear interest at a rate determined by reference to the Adjusted Base Rate. The Swingline Lender may request that the Swingline Obligations owing to the Swingline Lender be evidenced by a Swingline Note. In such event, the Borrowers shall execute and deliver to the Swingline Lender a Swingline Note payable to the Swingline Lender and its registered assigns. Thereafter, the Swingline Obligations evidenced by such Swingline Note and interest thereon shall at all times (including after any assignment pursuant to Section 9.06) be represented by one or more Swingline Notes payable to the payee named therein or any assignee pursuant to Section 9.06.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans in Dollars, Euro or Sterling to the Revolver Borrower under the Commitments from time to time during the Commitment Availability Period by making swing line loans in an aggregate principal amount at any time outstanding not to exceed the Dollar Equivalent of $0 (“based on the Dollar Equivalent of any Swingline Loans”) to the BorrowerLoans denominated in an Alternative Currency); provided that (ix) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any an outstanding Swingline Loan and (iiy) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to any Swingline Loan, the making Dollar Equivalent of such Swingline the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Total Revolving Credit Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $100,000 (or, in the Total Commitments (ii) no case of any Swingline Loan denominated in an Alternative Currency, the Alternative Currency Equivalent amount thereof) or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing minimum amount (but subject to the cap on Swingline Loans described above), a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. To request a Borrowing Base A Swingline Loan, the Revolver Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request in writing or by telephone (promptly confirmed in writing), not later than 2:00 p.m. on the day of a proposed Swingline Loan (or in the case of a Swingline Loan denominated in an Alternative Currency, not later than 11:00 a.m., Applicable Time, at least two Business Days prior to the date of such Borrowing). Each such notice shall be made irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the extent that the aggregate unpaid principal amount Revolver Borrower by means of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made credit to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole Funding Account or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the Revolver Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, Lender may in their sole its discretion, agree to make a portion and in reliance upon the agreements of the credit otherwise other Revolving Lenders set forth in this Section 2.05, make available Swingline Loans to the Borrower under the Commitments Borrowers from time to time during the Commitment Availability Period by making swing line loans (“Swingline Loans”) to the Borrower; provided in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $45,000,000 or (ii) the total Revolving Exposures exceeding the lesser of the total Revolving Commitments and the Borrowing Base B LimitBase; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on required to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding anything herein to the contrary, the Swingline Lender shall not be obligated to fund the percentage of any date Swingline Loan allocable to any Impacted Lender and with respect to any portion of a Swingline Loan so not funded, such Impacted Lender shall not have any obligation to make Revolving Loans or to purchase participation interests in accordance with Section 2.05(c) and any rolling period of 90 consecutive days if Borrowing Base B pro rata calculations related to such Swingline Loans have already been outstanding on 30 days during for purposes thereof shall disregard such periodImpacted Lender. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower may borrowAgent shall notify the Agent of such request by telephone (confirmed by facsimile), repay not later than 12:00 p.m. (noon), New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Agent will promptly advise the Swingline Loans in whole Lender of any such notice received from the Borrower Agent. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account or in part and reborrow, all otherwise in accordance with the terms instructions of the Borrower Agent (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank, and conditions hereofin the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the Lenders) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders Lender may, in their sole discretion, agree to make a portion its discretion and in reliance upon the agreements of the credit otherwise available other Lenders set forth in this Section 3.8, make loans (each such loan, a “Swingline Loan”) to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) on any Business Day prior to the BorrowerRevolving Credit Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit; provided provided, however, that after giving effect to any Swingline Loan, (i) the Total Revolving Outstandings shall not exceed the Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan Loan. Within the foregoing limits, and (ii) subject to the other terms and conditions hereof, the Borrower shall not requestmay borrow under this Section 3.8, prepay under Section 5.3, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no reborrow under this Section 3.8. Each Swingline Loan shall be made a Base Rate Loan or a LIBOR Market Index Rate 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 extent product of such Lender’s Percentage times the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.

Swingline Loans. (a) Subject In addition to the other options available to Borrower hereunder, up to $7,500,000 of the Swingline Commitment shall be available for Swingline Loans subject to the following terms and conditions conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.11 hereof, . All Swingline Loans shall bear interest at the Adjusted Alternate Base Rate and shall be deemed to be Adjusted Alternate Base Rate Advances. In no event shall the Swingline Lenders mayLender be required to fund a Swingline Loan if it would increase the total aggregate outstanding Loans by Swingline Lender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of such Lender's Commitment. No Swingline Loan may be made to repay a Swingline Loan, in their sole discretionbut Borrower may repay Swingline Loans from subsequent pro rata Advances hereunder. If any Swingline Loan is not so repaid, agree to make a portion upon request of the credit otherwise available Swingline Lender made to all the Borrower under Lenders, which request must be given not later than the Commitments from time fifth (5th) Business Day after such a Swingline Loan was made, each Lender irrevocably agrees to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds purchase its Percentage of any Swingline Loan to refinance or repay any outstanding made by the Swingline Lender regardless of whether the conditions for disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided that Swingline Lender did not have knowledge of such Event of Default at the time the Swingline Loan was made and provided further that no Lender shall be required to have total outstanding Loans plus its Percentage of Facility Letters of Credit exceed its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender's Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower shall not request, and to the Administrative Agent for the benefit of the Swingline Lenders Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall not make, any Swingline Loans if, after giving effect be paid when due by the Borrower to the making Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline LoansLoan. From and after the date of each Lender's purchase of its participating interest in a Swingline Loan, if the Swingline Lender receives any payment on account thereof, the aggregate Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the Available Commitments would be less than zeroperiod of time during which such Lender's participating interest was outstanding and funded); provided, however, that (i) no in the event that such payment was received by the Swingline Loan Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be made deemed to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is be a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofDefaulting Lender hereunder.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise available Swingline Loans in dollars to the Borrower under the Commitments from time to time during the Commitment Availability Period by making swing line loans (“ratably in accordance with its respective Swingline Loans”) to the Borrower; provided Commitment, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds aggregate principal amount of outstanding Swingline Loans exceeding for any Swingline Loan to refinance Lender $50,000,000 or repay any outstanding for all Swingline Loan and Lenders $150,000,000, (ii) the Borrower shall not requesttotal Credit Exposures exceeding the total Commitments, and or (iii) as to any Swingline Lender, such Swingline Lender’s Credit Exposure exceeding its Commitment; provided that the Swingline Lenders shall not make, any be required to make a Swingline Loans if, after giving effect Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) terms and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodconditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. 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 Commitments of the Swingline Lenders are several and no Swingline Lender shall be responsible for any other Swingline Lender’s failure to make Loans as required. Each Swingline Loan shall be in whole an amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided, that a Swingline Loan may be in an aggregate amount that is equal to the entire available balance of the total Swingline Commitments or in part and reborrow, all in accordance with that is required to finance the terms and conditions hereofreimbursement of an LC Disbursement as contemplated by Section 2.06(c).

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders Lender may, in their its sole discretion, agree to make loans for the Swingline Lender’s own account (each a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline LoansLoan”) to the Borrower; provided that (i) extent the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect same would otherwise have been available to the making of such Swingline LoansUS Borrower under the US Total Revolving Credit Commitment in an aggregate principal amount at any one time outstanding up to, the aggregate amount of the Available Commitments would be less than zerobut not exceeding, $15,000,000; provided, however, that (i) at no time shall the Swingline Lender make any Swingline Loan to the extent that, after giving effect to such Swingline Loan, the aggregate amount of each US Lender’s US Revolving Credit Exposure at such time would exceed the US Availability or the amount of any US Lender’s US Revolving Credit Exposure at such time would exceed such US Lender’s US Revolving Credit Commitment; and provided further, however, that the Swingline Lender shall not, without the consent of the Required Lenders, make any Swingline Loan if any Event of Default exists of which the Swingline Lender has actual knowledge. Each Swingline Loan shall be made an Alternate Base Rate Borrowing and shall in any event mature no later than the Revolving Credit Termination Date. Subject to the extent conditions herein and within the aggregate unpaid principal amount limits set forth in the first sentence of all Loans would exceed the Total Commitments (ii) no this paragraph, any Swingline Loan that is a Borrowing Base A Loan shall be made prepaid prior to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Revolving Credit Termination Date may be reborrowed as an additional Swingline Loan that is a Borrowing Base B Loan shall be made by the US Borrower pursuant to the extent that the aggregate principal amount terms of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofthis Agreement.

Swingline Loans. (a) Subject to the terms and conditions hereofherein set forth, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available loans to the Borrower under the Commitments at any time and from time to time during on or after the Commitment Period by making swing line loans (“Swingline Loans”) to Closing Date and until the Borrower; provided earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use principal amount of all Swingline Loans exceeding $25,000,000 in the proceeds of any Swingline Loan to refinance aggregate or repay any outstanding Swingline Loan and (ii) the Borrower Aggregate Revolving Credit Exposure exceeding the Total Revolving Credit Commitment; provided that notwithstanding the foregoing, the Swingline Lender shall not request, and the Swingline Lenders shall not make, be obligated to make any Swingline Loans ifat a time when a Revolving Credit Lender is a Defaulting Lender, after giving effect unless the Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the making of Defaulting Lender’s participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of the aggregate outstanding amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loans. Each Swingline Loan shall be made to the extent the aggregate unpaid denominated in dollars and shall be in a principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal minimum amount of all Borrowing Base A Loans would exceed $100,000 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 aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodforegoing limits, the Borrower may borrow, repay the pay or prepay and reborrow Swingline Loans in whole hereunder, subject to the terms, conditions and limitations set forth herein without any premium or in part and reborrow, all in accordance with the terms and conditions hereofpenalty.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Borrowers from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of outstanding Swingline Loans exceeding $30,000,000 or (ii) the aggregate Revolving Credit Exposures of all Borrowing Base B Loans would exceed Lenders exceeding the Borrowing Base B Limitlesser of the total Commitments and Availability; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on - 30 days during such period- Swingline Loan. During Within the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part foregoing limits and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrowers shall notify the Administrative Agent of such request by writing, facsimile or telephone, not later than 2:00 p.m., New York time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrowers. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Borrowers’ loan account maintained with the Administrative Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank, by 3:00 p.m., New York time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders mayLender agrees, in their sole discretionreliance upon the agreements of the other Lenders set forth in this Section 2.05, agree to make loans (each such loan, a portion of the credit otherwise available “Swingline Loan”) to the Borrower under the Commitments Borrowers from time to time on any Business Day during the Commitment Availability Period by making swing line loans (“in an aggregate principal amount not to exceed at any time outstanding the amount of the Swingline Loans”) Sublimit; provided, however, that after giving effect to the Borrower; provided that any Swingline Loan, (i) the Borrower Total Outstandings shall not exceed the Maximum Revolving Credit and (ii) the aggregate Outstanding Amount of the Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Loans at such time shall not exceed such Lender’s Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) Loan. Within the Borrower shall not requestforegoing limits, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect subject to the making of such Swingline Loansother terms and conditions hereof, the aggregate amount of the Available Commitments would be less than zero; providedBorrowers may borrow under this Section 2.05, howeverprepay under Section 2.06, that (i) no and reborrow under this Section 2.05. Each Swingline Loan shall be made a Base Rate 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 extent product of such Lender’s Applicable Percentage times the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders mayset forth in this Section 2.24, in their sole discretion, agree agrees to make a portion of the credit otherwise available Swingline Loans in Dollars to the US Borrower under the Commitments from time to time during on and after the Commitment Period by making swing line loans Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (“Swingline Loans”) to the Borrower; provided that (iw) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any outstanding Swingline Loan and Loan, (iix) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such any Swingline LoansLoan, the aggregate amount Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Available Commitments would Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be less than zero; providedunder any obligation to make any Swingline Loan if it has, howeveror by such Credit Extension will have, that (i) no Fronting Exposure. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $50,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the extent that entire unused balance of the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to unused Commitments, in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that each case so long as the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would not exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during Swingline Commitment after giving effect to such periodSwingline Loan. During Within the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part foregoing limits and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base 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 Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunder.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, hereby agree to make a portion UK Swingline Loans (denominated in U.S. Dollars or Sterling) and Luxembourg Swingline Loans (denominated in U.S. Dollars) ratably in accordance with their Applicable Swingline Percentage, in each case as provided in this Section 2.05. The aggregate principal amount of Swingline Loans at any time outstanding shall not result in the credit otherwise available to total Revolving Credit Exposures exceeding the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that total Commitments. In addition (i) the Borrower aggregate principal amount of Luxembourg Swingline Loans at any time outstanding shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan exceed US$32,000,000 and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B UK Swingline Loans would at any time outstanding shall not exceed US$158,000,000 (based on Assigned Dollar Values in the Borrowing Base B Limit; provided further that Borrowing Base B case of Swingline Loans may not denominated in Sterling). No Lender shall be borrowed required to make a Swingline Loan to refinance an outstanding Swingline Loan. No Swingline Loans of any Class will be made on the last day of any date in calendar quarter, and if any rolling period Swingline Loans of 90 consecutive days if Borrowing Base B Loans have already been any Class are outstanding on 30 days during such period. During the Commitment PeriodBusiness Day immediately preceding the last day of any calendar quarter, the applicable Borrower may borrow, repay shall prepay such Swingline Loans. Each Swingline Loan denominated in U.S. Dollars or Sterling shall be made as a LIBOR Swingline Loan. Within the Swingline Loans in whole or in part foregoing limits and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.

Swingline Loans. (a) Subject The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders and in the amount requested, same day funds to the Borrowers on the applicable Borrowing date to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Revolving Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, during any Dominion Trigger Period, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions hereofset forth herein (but without any further written notice required), the Swingline Lenders maynot later than 1:00 p.m., in their sole discretionAtlanta time, agree to on each Business Day, make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period Borrowers by making swing line loans (“Swingline Loans”) means of a credit to the Borrower; provided that (i) the Borrower shall not use Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Operating Account that day (as determined based on notice from the Administrative Agent). The aggregate amount of Swingline Loans outstanding at any time shall not exceed $30,000,000. The Swingline Lender shall not make any Swingline Loan to refinance or repay any outstanding if the requested Swingline Loan and exceeds Availability (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after before giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no or if the Required Lenders have notified the Swingline Loan Lender in writing that is the conditions to a Borrowing Base B Loan in Section 4.02 are not satisfied. All Swingline Loans shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofABR Borrowings.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the each Swingline Lenders may, Lender may in their its sole discretion, agree discretion (and without any obligation to do so) make a portion of the credit otherwise available Swingline Loans in U.S. Dollars to the Borrower under the Commitments Company from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed made by such Swingline Lender exceeding such Swingline Lender’s Swingline Commitment, (ii) the Borrowing Base B LimitDollar Amount of such Swingline Lender’s Revolving Credit Exposure exceeding its Commitment (such Commitment to be calculated without giving effect to any assignment of any portion of the initial Swingline Lender’s original Commitment as of the Effective Date, unless such Swingline Lender also assigns a proportional amount of its Swingline Commitment to the assignee or to another Lender with a Commitment at least equal to the Commitment amount being assigned), or (iii) the Dollar Amount of the Total Revolving Credit Exposures exceeding the total Commitments; provided further that Borrowing Base B Loans may a Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part foregoing limits and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, the Company may borrow, prepay and reborrow Swingline Loans.

Swingline Loans. (a) Subject to the terms and conditions hereofhereof and relying upon the representations and warranties herein set forth, the each Swingline Lenders mayLender agrees, in their sole discretionseverally and not jointly, agree to make a portion of the credit otherwise available to the Borrower under the Commitments at any time and from time to time during on and after the Closing Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment Period by making swing line loans (“of such Swingline Loans”) to the Borrower; provided that Lender, (i) the Borrower shall not use the proceeds of to make available to any Swingline Loan Borrower Swingline Loans ("Quoted Swingline Loans") on the basis of quoted interest rates (each, a "Quoted Swingline Rate") furnished by such Swingline Lender from time to refinance or repay any outstanding time in its discretion to such Swingline Loan Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) the Borrower shall not request, and the to make Swingline Lenders shall not make, Loans ("ABR Swingline Loans") to any Swingline Loans if, after giving effect Borrower bearing interest at a rate equal to the making Alternate Base Rate in an aggregate principal amount (in the case of this clause (ii)) not to exceed such Swingline Lender's Swingline Commitment. The aggregate outstanding principal amount of the Quoted Swingline Loans of any Swingline Lender, when added to the aggregate outstanding principal amount of the ABR Swingline Loans of such Swingline LoansLender, may exceed such Swingline Lender's Swingline Commitment, provided, that in no event shall the aggregate outstanding principal amount of the Available Swingline Loans exceed the aggregate Swingline Commitments would be less than zero; provided, however, that (i) no then in effect. Each Quoted Swingline Loan shall be made to only by the extent Swingline Lender furnishing the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no relevant Quoted Swingline Loan that is a Borrowing Base A Rate. Each ABR Swingline Loan shall be made to by the extent that the aggregate unpaid principal amount of all Borrowing Base A Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the in a minimum aggregate principal amount of all Borrowing Base B Loans would exceed $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan to be borrowed 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 any the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodimmediately available funds. During the Commitment Period, the Each Swingline Borrower may borrow, repay the prepay and reborrow Swingline Loans in whole on or in part after the Closing Date and reborrow, all prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall terminate in accordance with herewith) on the terms and subject to the conditions hereofand limitations set forth herein.

Swingline Loans. (a) Subject to the terms and conditions hereofhereof and relying upon the representations and warranties herein set forth, the each Swingline Lenders mayLender agrees, in their sole discretionseverally and not jointly, agree to make a portion of the credit otherwise available to the Borrower under the Commitments at any time and from time to time during on and after the Closing Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment Period by making swing line loans (“of such Swingline Loans”) to the Borrower; provided that Lender, (i) the Borrower shall not use the proceeds of to make available to any Swingline Loan Borrower Swingline Loans ("Quoted Swingline Loans") on the basis of quoted interest rates (each, a "Quoted Swingline Rate") furnished by such Swingline Lender from time to refinance or repay any outstanding time in its discretion to such Swingline Loan Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) the Borrower shall not request, and the to make Swingline Lenders shall not make, Loans ("ABR Swingline Loans") to any Swingline Loans if, after giving effect Borrower bearing interest at a rate equal to the making Alternate Base Rate in an aggregate principal amount (in the case of this clause (ii)) not to exceed such Swingline Lender's Swingline Commitment. The aggregate outstanding principal amount of the Quoted Swingline Loans of any Swingline Lender, when added to the aggregate outstanding principal amount of the ABR Swingline Loans of such Swingline LoansLender, may exceed such Swingline Lender's Swingline Commitment; provided, that in no event shall the aggregate outstanding principal amount of the Available Swingline Loans exceed the aggregate Swingline Commitments would be less than zero; provided, however, that (i) no then in effect. Each Quoted Swingline Loan shall be made to only by the extent Swingline Lender furnishing the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no relevant Quoted Swingline Loan that is a Borrowing Base A Rate. Each ABR Swingline Loan shall be made to by the extent that the aggregate unpaid principal amount of all Borrowing Base A Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the in a minimum aggregate principal amount of all Borrowing Base B Loans would exceed $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan to be borrowed 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 any the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodimmediately available funds. During the Commitment Period, the Each Swingline Borrower may borrow, repay the prepay and reborrow Swingline Loans in whole on or in part after the Closing Date and reborrow, all prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall terminate in accordance with herewith) on the terms and subject to the conditions hereofand limitations set forth herein.

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line swingline loans (individually, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower; Borrower from time to time during the Revolving Credit Commitment Period in accordance with the procedures set forth in this Section 2.04, provided that (i) the Borrower aggregate principal amount of all Swingline Loans shall not use exceed $10.0 million (the proceeds of “Swingline Sublimit”) at any Swingline Loan to refinance or repay any outstanding Swingline Loan and one time outstanding, (ii) the Borrower shall not request, and the Swingline Lenders shall not make, principal amount of any borrowing of Swingline Loans if, after giving effect to the making of such Swingline Loans, may not exceed the aggregate amount of the Available Revolving Credit Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed Revolving Lenders immediately prior to such borrowing or result in the Aggregate Revolving Credit Exposure then outstanding exceeding the Total Revolving Credit Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to then in Section 2.4(a)(ii) with respect to such Swingline Loan) 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 2.04 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 that is requested hereunder (which notice must be received by the Administrative Agent prior to 2:00 p.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 4:00 p.m., New York City time, on the Borrowing Date specified in such notice the Swingline Lender shall make such Swingline Loan available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent set forth in Section 9.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing Base B Loan pursuant to this Section 2.04 shall be made to the extent that the aggregate in a minimum principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date $500,000 or an integral multiple of $100,000 in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofexcess thereof.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from time to time during after the Commitment Period by making swing line loans (“Swingline Loans”) Closing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to the Borrowerexceed $10,000,000; provided that (ix) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any outstanding Swingline Loan and (iiy) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such any Swingline LoansLoan, the aggregate amount Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Available Commitments would be less than zero; provided, however, that (i) no Total Revolving Credit Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $100,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made (x) equal to the extent that entire unused balance of the aggregate unpaid principal amount unused Revolving Credit Commitments or (y) required to finance the reimbursement of all Borrowing Base A an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such may be borrowed, prepaid and reborrowed. To request a Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay shall notify the Swingline Loans Lender (with a copy to the Administrative Agent) of such request by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower, not later than 1:00 p.m. on the day of a proposed Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrower on the same Business Day by means of a credit to the account designated in whole the related Borrowing Request or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Swingline Loans. (a) Subject to the terms and conditions hereofherein set forth, the Swingline Lenders mayLender agrees to make loans to the Borrowers at any time and from time to time, on or after the Closing Date and, subject to the last sentence of this Section 2.22(a), until the earlier of the applicable Revolving Credit Maturity Date and the termination of the applicable Revolving Credit Commitments, in their sole discretionan aggregate principal amount at any time outstanding that will not result in (i) the principal amount of all Swingline Loans exceeding $25,000,000 in the aggregate or (ii) the Aggregate Revolving Credit Exposure exceeding the Total Revolving Credit Commitment then in effect; provided that notwithstanding the foregoing, agree the Swingline Lender shall not be obligated to make any Swingline Loans at a portion time when a Revolving Credit Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements reasonably satisfactory to it and the Parent Borrower in accordance with (and after giving effect to any reallocation under) Section 2.26 to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Percentage of the credit otherwise available to the Borrower under the Commitments outstanding amount of Swingline Loans. Each Swingline Loan 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 during as provided herein. Within the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loansforegoing limits, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower Borrowers may borrow, repay the pay or prepay and reborrow Swingline Loans in whole or in part hereunder, subject to the terms, conditions and reborrow, all in accordance with the terms and conditions hereoflimitations set forth herein.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Applicable Swingline Lenders may, Lender with respect to a Borrower Group may in their sole its discretion, agree to make a portion and in reliance upon the agreements of the credit otherwise Applicable Lenders with respect to such Borrower Group set forth in this Section 2.05, make available Swingline Loans to the Borrowers within such Borrower under the Commitments Group from time to time during the Commitment Availability Period by making swing line loans (“Swingline Loans”) to the Borrower; provided in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all outstanding U.S. Swingline Loans exceeding $85,000,000, (ii) the aggregate Dollar Equivalent Amount of principal amount of outstanding Canadian Swingline Loans exceeding $6,000,000, (iii) the total U.S. Revolving Exposures exceeding the lesser of the total U.S. Revolving Commitments and the U.S. Borrowing Base B Loans would exceed Base, or (iv) the total Canadian Revolving Exposures exceeding the lesser of the total Canadian Revolving Commitments and the Canadian Borrowing Base B LimitBase; provided further that Borrowing Base B Loans no Applicable Swingline Lender shall 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 Borrowers within each Borrower Group may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodborrow, prepay and reborrow Swingline Loans. During the Commitment PeriodTo request a Swingline Loan for a Borrower within a Borrower Group, the Borrower may borrowAgent shall notify the Agent of such request by telephone (confirmed by a Swingline Borrowing Request), repay not later than 1:00 p.m., New York City time, or, with respect to Canadian Swingline Loans, 1:00 p.m., Toronto, Ontario time, on the day of a proposed Swingline Loans Loan to such Borrower. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), amount and currency (which shall be Dollars in whole the case of any Swingline Loan made to a U.S. Borrower or Dollars or Canadian Dollars in part and reborrow, all the case of a Swingline Loan made to a Canadian Borrower) of the requested Swingline Loan. The Agent will promptly advise the Applicable Swingline Lender of any such notice received from the Borrower Agent. The Applicable Swingline Lender shall make each Swingline Loan available to the Borrowers within a Borrower Group by means of a credit to the Applicable Funding Account of such Borrower Group or otherwise in accordance with the terms instructions of the Borrower Agent (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Applicable Issuing Bank, and conditions hereofin the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the Lenders) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans in Dollars to the Borrower under the Commitments from time to time during on and after the Commitment Period by making swing line loans (“Swingline Loans”) Closing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to the Borrowerexceed $50,000,000; provided that (i) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such any Swingline LoansLoan, the aggregate amount Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Available Commitments would be less than zero; provided, however, that (i) no Total Revolving Credit Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $100,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made (x) equal to the extent that entire unused balance of the aggregate unpaid principal amount unused Revolving Credit Commitments or (y) required to finance the reimbursement of all Borrowing Base A an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such may be borrowed, prepaid and reborrowed. To request a Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay shall notify the Swingline Loans Lender (with a copy to the Administrative Agent) of such request by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower, not later than 1:00 p.m. on the day of a proposed Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrower on the same Business Day by means of a credit to the account designated in whole the related Borrowing Request or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans (in Dollars only) to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in an aggregate principal amount at any time outstanding not to the Borrowerexceed $15,000,000; provided that (i) after giving effect to such Swingline Loan, the Borrower Aggregate Revolving Credit Exposure shall not use exceed the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan Total Revolving Credit Commitment and (ii) the Borrower Swingline Lender shall not request, and the be required to make a Swingline Lenders shall not make, any Loan to refinance an outstanding Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Loan. Each Swingline Loan shall be made to the extent the aggregate unpaid a minimum principal amount of all Loans would exceed $100,000 or such lesser amount as may be agreed by the Total Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Unused Revolving Credit Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made subject to the extent that limitations in the aggregate unpaid principal amount first sentence of all Borrowing Base A Loans would exceed this clause (a)) or (y) required to finance the aggregate Loan Value reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) foregoing limits and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made subject to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodterms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Swingline Loans in whole Lender (with a copy to the Administrative Agent) of such request by facsimile or in part email, not later than 1:00 p.m. New York City time on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and reborrow, all shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the terms and conditions hereofinstructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Availability Period, the Swingline Loans”) Lender agrees to make Swingline Loans to the Borrower; provided , in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding the Borrowing Base B LimitSwingline Lender’s Swingline Commitment, (ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by fax or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not later than noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Loans Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account(s) (or, in whole the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or in part and reborrowfees or expenses as provided by Section 2.18(c), all in accordance with by remittance to the terms and conditions hereofAdministrative Agent to be distributed to the Lenders) by 2:00 p.m., New York City time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the a Swingline Lenders may, in their sole discretion, agree to Lender shall make a portion of the credit otherwise available Swingline Loans to the Revolving Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use Dollar Equivalent of the proceeds aggregate principal amount of any Swingline Loan to refinance or repay any outstanding Swingline Loan and Loans exceeding the Aggregate Swingline Commitment, (ii) the Borrower shall not requestDollar Equivalent of the aggregate principal amount of outstanding Swingline Foreign Currency Loans exceeding the Swingline Foreign Currency Sublimit, (iii) the Aggregate Revolving Credit Exposure exceeding the Aggregate Commitments, (iv) with respect to any Swingline Lender, the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Lender), (y) the Dollar Equivalent of the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Lender) and (z) the LC Exposure of such Swingline Lender (in its capacity as a Lender) exceeding its Commitment, (v) the principal amount of all Swingline Loans made by such Swingline Lender outstanding at such time, exceeding such Swingline Lender’s Swingline Commitment of the applicable currency or (vi) the Revolving Credit Exposure of any Lender exceeding its Commitment; provided that the Swingline Lenders shall not makebe required to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the foregoing, only the Swingline Foreign Currency Lenders shall be required to make Swingline Foreign Currency Loans. Upon the Borrowing of any Loan under Section 2.01, any outstanding Swingline Loans if, after giving effect shall be repaid in full. Swingline Loans with respect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan a particular currency shall be made ratably (on a several and not joint basis and calculated based on such Swingline Lender’s Swingline Commitment to the extent the aggregate unpaid principal amount total Swingline Commitments of all Loans would exceed applicable Swingline Lenders of such currency) by each applicable Swingline Lender of such currency. Within the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made foregoing limits and subject to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) terms and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodconditions set forth herein, the Revolving Borrower may borrow, repay prepay and reborrow Swingline Loans. Swingline Dollar Loans shall be ABR Borrowings; provided that the Administrative Agent may request that a Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofLoan be maintained as a Eurocurrency Borrowing.

Swingline Loans. (a) Subject In addition to the terms and conditions hereof, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise other options available to the Borrower under hereunder, the Commitments Swingline Lender agrees, subject to the following terms and conditions, to make Swingline Loans in Dollars to the Borrower from time to time during in an aggregate principal amount not to exceed the Commitment Period Swingline Revolving Commitment. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.7 hereof. All Swingline Loans shall bear interest at the LIBOR Market Index Rate and shall be deemed to be Adjusted Base Rate Borrowings. Swingline Loans shall be funded by making swing line loans (“Swingline Loans”) Xxxxx in an amount not to exceed the maximum amount it is required to disburse pursuant to the Borrower; provided that (i) next sentence. In no event shall the Borrower shall not use the proceeds of any Swingline Lender be required to fund a Swingline Loan to refinance or repay any if it would increase the total aggregate outstanding Swingline Loan and (ii) the Borrower shall not request, and Loans to an amount in excess of the Swingline Lenders shall not make, any Swingline Loans Revolving Commitment or if, after giving effect thereto, the Total Revolving Exposure would exceed the Aggregate Revolving Commitment. Upon request of the Swingline Lender made to all the Revolving Lenders, each Revolving Lender irrevocably agrees to purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions for disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided that such Event of Default did not exist at the time the Swingline Loan was made and provided further that no Lender shall be required to have its Revolving Exposure to be greater than its Revolving Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by 11:00 a.m. (Central Time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal hereunder and under such Lender’s Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the Swingline Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Revolving Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline Loan. From and after the date of each Lender’s purchase of its participating interest in a Swingline Loan, if the Swingline Lender receive any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment was received by the Swingline Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Revolving Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan shall be outstanding for more than five (5) days at a time (or such shorter period ending on the date any Revolving Loan shall be made subsequent to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan Loans shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period outstanding for more than a total of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 fifteen (15) days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofany month.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Bank agrees to make a portion of the credit otherwise available Swingline Loans denominated in dollars to the any Borrower under the Commitments or any Additional Borrower from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B the outstanding Swingline Loans would exceed exceeding $50,000,000, (ii) the Borrowing Base B Limitaggregate principal amount of the outstanding Swingline Loans made by the Swingline Bank, together (without duplication) with the Dollar Revolving Exposure of the Swingline Bank, exceeding the aggregate principal amount of the Dollar Revolving Commitment of the Swingline Bank or (iii) the aggregate Dollar Revolving Exposure exceeding the aggregate Dollar Revolving Commitments; provided further that Borrowing Base B Loans may the Swingline Bank shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the required to make Swingline Loans to refinance an outstanding Swingline Loan. Each Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be in whole an amount that is an integral multiple of $100,000 and not less than $500,000; provided that a Swingline Loan may be in an aggregate amount that is equal to the entire unused balance of the aggregate Dollar Revolving Commitment or in part that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.18. Within the foregoing limits and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers and Additional Borrowers may borrow, prepay and reborrow Swingline Loans.

Swingline Loans. (a) Subject to the terms and conditions hereofof this Agreement, the Swingline Lenders mayLender agrees, in their sole discretionreliance upon the agreements of the other Revolving Lenders set forth herein, agree to make a portion of the revolving credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (the “Swingline Loans”) to Borrower from time to time on any Business Day from and including the Borrower; provided that (i) Closing Date, to, but excluding, the Borrower shall Termination Date in an aggregate amount not use the proceeds of to exceed at any Swingline Loan to refinance or repay any time outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zeroSublimit; provided, however, that after giving effect to any Swingline Loan, that the Swingline Lender shall not have any obligation to make a Swingline Loan if: (i) no a Default or Event of Default exists or would result from the making of such Swingline Loan, (ii) the sum of outstanding Swingline Loans made by the Swingline Lender plus the Swingline Lender’s pro rata share of Letter of Credit Outstandings and Revolving Loans based on the Revolving Lender’s Applicable Revolving Commitment Percentage would exceed that Revolving Lender’s Revolving Loan shall be Commitment, or (iii) the sum of outstanding Revolving Loans made to the extent the aggregate unpaid principal amount by all Revolving Lenders plus all Letter of all Credit Outstandings and Swingline Loans would exceed the Total Commitments lesser of (iiA) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount Revolving Commitments of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) Revolving Lenders and (iiiB) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodBase. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part will be comprised solely of Base Rate Loans and reborrow, all may be repaid and reborrowed in accordance with the terms provisions hereof. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and conditions hereofhereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a participation interest in such Swingline Loan in an amount equal to the product of such Lender’s Revolving Commitment Percentage thereof.

Swingline Loans. (a) Subject to the terms and conditions hereof, including without limitation Section 2.16., each Swingline Lender severally agrees to make Swingline Loans in Dollars to the Borrower, during the period from the Effective Date to but excluding the Swingline Lenders mayMaturity Date, in their sole discretionan aggregate principal amount at any one time outstanding up to, agree but not exceeding, the lesser (such lesser amount being referred to make a portion as the “Swingline Availability”) of the credit otherwise available to the Borrower under the Commitments (i) $60,000,000 for such Swingline Lender, as such amount may be reduced from time to time during in accordance with the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan terms hereof and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making Tranche 1 Revolving Commitment of such Swingline Loans, Lender in its capacity as a Tranche 1 Revolving Lender minus the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid outstanding principal amount of all Tranche 1 Revolving Loans would exceed the Total Commitments (ii) no of such Swingline Loan that is Lender in its capacity as a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with Tranche 1 Revolving Lender. With respect to such any Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that Lender, if at any time the aggregate principal amount of the Swingline Loans held by such Swingline Lender outstanding at such time exceeds the Swingline Availability of such Swingline Lender at such time, the Borrower shall promptly pay the Administrative Agent for the account of such Swingline Lender the amount of such excess and, with respect to all Borrowing Base B Swingline Lenders, if at any time the aggregate principal amount of the Swingline Loans would exceed outstanding at such time exceeds $300,000,000, the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period Borrower shall promptly pay the Administrative Agent for the account of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during the Swingline Lenders the amount of such periodexcess. During Subject to the Commitment Periodterms and conditions of this Agreement, the Borrower may borrow, repay the and reborrow Swingline Loans in whole or in part and reborrowhereunder. For the avoidance of doubt, all in accordance with subject to the terms of this Agreement, (i) the Borrower may request a Swingline Loan from one Swingline Lender without having to make a request for a Swingline Loan from any other Swingline Lender, and conditions hereof(ii) outstanding Swingline Loans may be repaid in such order as the Borrower may elect.

Swingline Loans. (a) Subject The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders and in the amount requested, same day funds to the Borrowers, on the applicable Borrowing date to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Revolving Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions hereofset forth herein (but without any further written notice from the Borrowers required), the Swingline Lenders maynot later than 2:00 p.m., in their sole discretionChicago time, agree to on each Business Day, make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period Borrowers by making swing line loans (“Swingline Loans”) means of a credit to the Borrower; provided that (i) the Borrower shall not use Funding Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any cash management account of the Borrowers that day (as determined based on notice from the Administrative Agent). The aggregate amount of Swingline Loans outstanding at any time shall not exceed $30,000,000. The Swingline Lender shall not make any Swingline Loan to refinance or repay any outstanding if the requested Swingline Loan and exceeds Availability (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after before giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no ). All Swingline Loan that is a Borrowing Base B Loan Loans shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofABR Borrowings.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Borrower, from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $20,000,000 or (ii) the Borrowing Base B Limitsum of the total Credit Exposures exceeding the lesser of the total Commitments and Availability; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date required to make a Swingline Loan to refinance an outstanding Swingline Loan and provided further, however, that each Swingline Loan shall be in any rolling period an amount that is an integral multiple of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period$1,000,000 and not less than $1,000,000. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Agent of such request by telephone (confirmed by facsimile), not later than noon, Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Agent will promptly advise the Swingline Loans Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account(s) (or, in whole the case of a Swingline Loan made to finance the reimbursement of amounts paid by the LC Issuer upon any drawing under any Facility LC as provided in Section 2.1.1(e), by remittance to the LC Issuer, and in the case of repayment of another Loan or in part fees or expenses as provided by Sections 2.1.4, 2.1.5 or 2.18(b), by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan. In addition, the Borrower hereby authorizes the Swingline Lender to, and reborrowthe Swingline Lender shall, all in accordance with subject to the terms and conditions hereofset forth herein (but without any further written notice required), not later than 1:00 p.m., Chicago time, on each Business Day, make available to the Borrower by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Collateral Deposit Account (as such term is defined in the Security Agreement) that day (as determined based on notice from the Agent).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to period from the Borrower; provided Closing Date until the Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $100,000,000 (the Borrowing Base B Limit“Swingline Commitment”) or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided further that Borrowing Base B the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The Swingline Loans may from time to time be (i) ABR Loans, (ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent and the Swingline Lender in accordance herewith (and shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodentitled to be converted into LIBOR Rate Loans). During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. The Borrower hereby unconditionally promises to pay to the Swingline Loans in whole Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or in part last day of a calendar month and reborrowis at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrower shall repay all in accordance with the terms and conditions hereofSwingline Loans.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans in Dollars to the any Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in an aggregate principal amount at any time outstanding not to the Borrowerexceed $50,000,000; provided that (ix) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any an outstanding Swingline Loan and (iiy) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such any Swingline LoansLoan, the aggregate amount Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the Available Commitments would be less than zero; provided, however, that (i) no Total Revolving Credit Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $100,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided that, notwithstanding the foregoing, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. To request a Borrowing Base A Loan Swingline Loan, the applicable Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request in writing, not later than 2:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be made irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the extent that applicable Borrower on the aggregate unpaid principal amount same Business Day by means of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made credit to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole Funding Account or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the applicable Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans in Dollars, Euro or Sterling to the Revolver Borrower under the Commitments from time to time during the Commitment Availability Period by making swing line loans in an aggregate principal amount at any time outstanding not to exceed the Dollar Equivalent of $10,000,000 (“based on the Dollar Equivalent of any Swingline Loans”) to the BorrowerLoans denominated in an Alternative Currency); provided that (ix) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any an outstanding Swingline Loan and (iiy) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to any Swingline Loan, the making Dollar Equivalent of such Swingline the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure shall not exceed the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Total Revolving Credit Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $100,000 (or, in the Total Commitments (ii) no case of any Swingline Loan denominated in an Alternative Currency, the Alternative Currency Equivalent amount thereof) or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing minimum amount (but subject to the cap on Swingline Loans described above), a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. To request a Borrowing Base A Swingline Loan, the Revolver Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request in writing or by telephone (promptly confirmed in writing), not later than 2:00 p.m. on the day of a proposed Swingline Loan (or in the case of a Swingline Loan denominated in an Alternative Currency, not later than 11:00 a.m., Applicable Time, at least two Business Days prior to the date of such Borrowing). Each such notice shall be made irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the extent that the aggregate unpaid principal amount Revolver Borrower by means of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made credit to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole Funding Account or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the Revolver Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Borrowers from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds aggregate principal amount of any Swingline Loan to refinance or repay any outstanding Swingline Loan and Loans exceeding $15,000,000, (ii) the Borrower shall not request, total Revolving Exposure exceeding the lesser of the total Revolving Commitments and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, Availability or (iii) the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all outstanding Swingline Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value other Lenders shall not have funded their participations) and Revolving Exposure of the Pledged Eligible Assets Swingline Lender (including solely in its capacity as a Lender) exceeding the Pledged Eligible Assets referred Revolving Commitment of the Swingline Lender; provided that the Swingline Lender shall not be required to in Section 2.4(a)(ii) with respect make a Swingline Loan to such refinance an outstanding Swingline Loan) . Within the foregoing limits and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made subject to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Lead Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 2:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Lead Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the Funding Account (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.23(e), by remittance to the Applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.17(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 4:00 p.m. on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof, during the period from the Effective Date to but excluding the Revolving Loan Termination Date, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from in an aggregate principal amount at any one time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall outstanding up to, but not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loansexceeding, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that Commitment. If at any time the aggregate principal amount of all Borrowing Base B the Swingline Loans would exceed outstanding at such time exceeds the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date Swingline Commitment in any rolling period effect at such time, the Borrower shall immediately pay the Agent for the account of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during the Swingline Lender the amount of such periodexcess. During Subject to the Commitment Periodterms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans hereunder. Notwithstanding anything to the contrary contained in this Section 2.3., the Swingline Loans in whole or in part Lender shall not be obligated to make any Swingline Loan at a time when any other Revolving Loan Lender is a Defaulting Lender, unless the Swingline Lender is satisfied that the participation therein will otherwise be fully allocated to Revolving Loan Lenders that are Non-Defaulting Lenders consistent with Section 3.11.(c) and reborrowthe Revolving Loan Lender that is the Defaulting Lender shall not participate therein, all in accordance except to the extent the Swingline Lender has entered into arrangements with the terms and conditions hereofBorrower or such Defaulting Lender that are satisfactory to the Swingline Lender in its good faith determination to eliminate the Swingline Lender’s Fronting Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders mayLender agrees, in their sole discretionreliance upon the agreements of the other Lenders set forth in this Section 2.05, agree to make loans (each such loan, a portion of the credit otherwise available “Swingline Loan”) to the Borrower under the Commitments Borrowers from time to time on any Business Day during the Commitment Availability Period by making swing line loans (“in an aggregate principal amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans”) , when aggregated with the Applicable Percentage of the Outstanding Amount of Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to the Borrower; provided that any Swingline Loan, (i) the Borrower Total Outstandings shall not exceed the Maximum Revolving Credit and (ii) the aggregate Outstanding Amount of the Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Loans at such time shall not exceed such Lender’s Commitment, and provided further that the Borrowers shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) Loan. Within the Borrower shall not requestforegoing limits, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect subject to the making of such Swingline Loansother terms and conditions hereof, the aggregate amount of the Available Commitments would be less than zero; providedBorrowers may borrow under this Section 2.05, howeverprepay under Section 2.06, that (i) no and reborrow under this Section 2.05. Each Swingline Loan shall be made a Base Rate 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 extent product of such Lender’s Applicable Percentage times the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders mayLender, in their its sole discretion, agree to may make loans (each a portion of "Swingline Loan" and collectively, the credit otherwise available "Swingline Loans") to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not requestPeriod, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that at no time shall the Swingline Lender make a Swingline Loan if, immediately after giving effect to such Swingline Loan, (i) no the aggregate outstanding principal amount of all Swingline Loans would exceed the Swingline Amount, or (ii) the sum of (A) the aggregate outstanding principal amount of all Swingline Loans, (B) the aggregate outstanding principal amount of all Loans, and (C) the aggregate LC Exposure would exceed the Total Commitment Amount. The Swingline Loans of the Swingline Lender shall be evidenced by a promissory note of the Borrower, substantially in the form of Exhibit F-2, with appropriate insertions therein as to date and principal amount (as endorsed or modified from time to time, the "Swingline Note"), payable to the order of the Swingline Lender for the account of its Applicable Lending Office and representing the obligation of the Borrower to pay the Swingline Loans, plus interest and other amounts owing to the Swingline Lender under the Loan Documents. The Swingline Note shall bear interest from the date thereof on the unpaid principal balance of the Swingline Loans outstanding from time to time at the applicable interest rate or rates per annum determined as provided in Section 2.7(c) and shall be stated to mature on the Maturity Date. The Swingline Lender shall record the following information on its books and records and provide to the Administrative Agent: (i) the date and amount of each Swingline Loan; (ii) the Swingline Interest Period interest rate applicable to each Swingline Loan, and (iii) each payment and prepayment of the principal thereof; provided that the failure of the Swingline Lender to make any such recordation shall not affect the obligations of the Borrower to make payment when due of any amount owing under the Loan Documents. Each Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the an aggregate principal amount equal to $100,000 or such amount plus a whole multiple of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date $100,000 in any rolling period of 90 consecutive days excess thereof or, if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodless, the Borrower may borrow, repay the unused Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofAmount.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Applicable Swingline Lenders may, Lender with respect to a Borrower Group may in their sole its discretion, agree to make a portion and in reliance upon the agreements of the credit otherwise Applicable Lenders with respect to such Borrower Group set forth in this Section 2.05, make available Swingline Loans to the Borrowers within such Borrower under the Commitments Group from time to time during the Commitment Availability Period by making swing line loans (“Swingline Loans”) to the Borrower; provided in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all outstanding U.S. Swingline Loans exceeding $85,000,000, (ii) the aggregate Dollar Equivalent Amount of principal amount of outstanding Canadian Swingline Loans exceeding (x) until the Tranche B Effective Date, $6,000,000 and (y) on and following the Tranche B Effective Date, $10,000,000$12,500,000, (iii) the total U.S. Revolving Exposures exceeding the lesser of the total U.S. Revolving Commitments and the U.S. Borrowing Base B Loans would exceed Base, or (iv) the total Canadian Revolving Exposures exceeding the lesser of the total Canadian Revolving Commitments and the Canadian Borrowing Base B LimitBase; provided further that Borrowing Base B Loans no Applicable Swingline Lender shall 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 Borrowers within each Borrower Group may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodborrow, prepay and reborrow Swingline Loans. During the Commitment PeriodTo request a Swingline Loan for a Borrower within a Borrower Group, the Borrower may borrowAgent shall notify the Agent of such request by telephone (confirmed by a Swingline Borrowing Request), repay not later than 1:00 p.m., New York City time, or, with respect to Canadian Swingline Loans, 1:00 p.m., Toronto, Ontario time, on the day of a proposed Swingline Loans Loan to such Borrower. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), amount and currency (which shall be Dollars in whole the case of any Swingline Loan made to a U.S. Borrower or Dollars or Canadian Dollars in part and reborrow, all the case of a Swingline Loan made to a Canadian Borrower) of the requested Swingline Loan. The Agent will promptly advise the Applicable Swingline Lender of any such notice received from the Borrower Agent. The Applicable Swingline Lender shall make each Swingline Loan available to the Borrowers within a Borrower Group by means of a credit to the Applicable Funding Account of such Borrower Group or otherwise in accordance with the terms instructions of the Borrower Agent (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Applicable Issuing Bank, and conditions hereofin the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Agent to be distributed to the Lenders) on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Borrower, from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $5,000,000 or (ii) the Borrowing Base B LimitAggregate Revolving Exposures exceeding the aggregate Revolving Commitments; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date required to make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in any rolling period an amount that is an integral multiple of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period$500,000 and not less than $1,000,000; provided that a Swingline Loan may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by fax), not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Loans Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account(s) or such other account as may be specified in whole a Borrowing Request (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or in part and reborrowfees or expenses as provided by Section 2.18(c), all in accordance with by remittance to the terms and conditions hereofAdministrative Agent to be distributed to the Lenders) by 4:00 p.m., New York City time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject In addition to the terms and conditions hereofother options available to Borrower hereunder, the Swingline Lenders may, Commitment shall be available for Swingline Loans subject to the following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in their sole discretion, agree accordance with Section 2.10 hereof. All Swingline Loans shall bear interest at the Adjusted Prime Rate and shall be deemed to make be Adjusted Prime Rate Advances. In no event shall the Swingline Lender be required to fund a portion Swingline Loan if it would increase the total aggregate outstanding Loans by Swingline Lender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of its Commitment. Upon request of the credit otherwise available Swingline Lender made to all the Borrower under the Commitments from time Lenders, each Lender irrevocably agrees to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds purchase its Percentage of any Swingline Loan to refinance or repay any outstanding made by the Swingline Lender regardless of whether the conditions for disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided that such Event of Default did not exist at the time the Swingline Loan was made and provided further that no Lender shall be required to have total outstanding Loans (other than Competitive Bid Loans) plus its Percentage of Facility Letters of Credit to be in an amount greater than its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender’s Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower shall not request, and to the Administrative Agent for the benefit of the Swingline Lenders Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall not make, any Swingline Loans if, after giving effect be paid when due by the Borrower to the making Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline LoansLoan. From and after the date of each Lender’s purchase of its participating interest in a Swingline Loan, if the Swingline Lender receives any payment on account thereof, the aggregate Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the Available Commitments would be less than zeroperiod of time during which such Lender’s participating interest was outstanding and funded); provided, however, that (i) no in the event that such payment was received by the Swingline Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all outstanding for more than five (5) days at a time and Swingline Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period outstanding for more than a total of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 ten (10) days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofany month.

Swingline Loans. (a) Subject to the terms and conditions hereofof this Agreement, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans”) to , when aggregated with the BorrowerApplicable Percentage of the outstanding amount of Loans and LC Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Commitment; provided provided, that (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loansany amount requested, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would does not exceed the Borrowing Base B LimitAggregate Commitments, and (ii) the aggregate outstanding amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the outstanding amount of all LC Obligations, plus such Lender’s Applicable Percentage of the outstanding amount of all Swingline Loans does not exceed such Lender’s Commitment; provided further that Borrowing Base B Loans may the Swingline Lender will not be borrowed on any make a Swingline Loan from and after the date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, which is one (1) day after it has received written notice from the Borrower may borrow, repay or any Lender that one or more of the Swingline Loans applicable conditions to Credit Extensions specified in whole Section 4.02 is not then satisfied until such conditions are satisfied or in part and reborrow, all waived in accordance with the terms provisions of this Agreement (and conditions hereofthe Swingline Lender shall be entitled to conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The Borrower will have the option to choose whether the Swingline Loan is (A) Base Rate Loan, or (B) a Daily Floating Eurodollar Loan. The aggregate amount of Swingline Loans in any Borrowing shall not be subject to a minimum amount or increment. Each Swingline Loan accruing interest at the Daily Floating Eurodollar Rate shall continue to accrue interest as a Daily Floating Eurodollar Loan at the end of each Interest Period applicable thereto unless and until (x) the Borrower has given notice of conversion to a Base Rate Loan in accordance with Section 2.04, or (y) such Swingline Loan is refunded pursuant to Section 2.02(b).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders mayset forth in this Section 2.24, in their sole discretion, agree agrees to make a portion of the credit otherwise available Swingline Loans in Dollars to the US Borrower under the Commitments from time to time during on and after the Commitment Period by making swing line loans Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (“Swingline Loans”) to the Borrower; provided that (iw) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any outstanding Swingline Loan and Loan, (iix) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such any Swingline LoansLoan, the aggregate amount Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Available Commitments would Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be less than zero; providedunder any obligation to make any Swingline Loan if it has, howeveror by such Credit Extension will have, that (i) no Fronting Exposure. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $50,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the extent that entire unused balance of the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to unused Revolving Credit Commitments, in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that each case so long as the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would not exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during Swingline Commitment after giving effect to such periodSwingline Loan. During Within the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part foregoing limits and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base 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. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunder.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Borrower, from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $20,000,000 or (ii) the Borrowing Base B Limitsum of the total Credit Exposures exceeding the lesser of the total Commitments and Availability; provided further that Borrowing Base B Loans may that, the Swingline Lender shall not be borrowed on any date required to make a Swingline Loan to refinance an outstanding Swingline Loan and provided further, however, that each Swingline Loan shall be in any rolling period an amount that is an integral multiple of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period$1,000,000 and not less than $1,000,000. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Agent of such request by telephone (confirmed by facsimile), not later than noon, Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Agent will promptly advise the Swingline Loans Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account(s) (or, in whole the case of a Swingline Loan made to finance the reimbursement of amounts paid by the LC Issuer upon any drawing under any Facility LC as provided in Section 2.1.1(e), by remittance to the LC Issuer, and in the case of repayment of another Loan or in part fees or expenses as provided by Sections 2.1.4, 2.1.5, or 2.18(b), by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan. In addition, the Borrower hereby authorizes the Swingline Lender to, and reborrowthe Swingline Lender shall, all in accordance with subject to the terms and conditions hereofset forth herein (but without any further written notice required), not later than 1:00 p.m., Chicago time, on each Business Day, make available to the Borrower by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Collateral Deposit Account (as such term is defined in the Security Agreement) that day (as determined based on notice from the Agent).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period Availability Period, the Swingline Lender shall, following request therefore by making swing line loans (“the Borrower, make Swingline Loans”) Loans in dollars to the Borrower; provided , in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $10,000,000, (ii) the Borrowing Base B LimitSwingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall submit a written notice to the Administrative Agent of such request by fax or through any Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Loans Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower, to the extent the Swingline Lender elects to make such Swingline Loan, by means of a credit to the Funding Account(s) (or, in whole the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or in part and reborrowfees or expenses as provided by Section 2.18(c), all in accordance with by remittance to the terms and conditions hereofAdministrative Agent to be distributed to the Lenders) by 2:00 p.m., New York City time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make Swingline loans in Dollars (individually, a portion of “Swingline Loan” and collectively, the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowerU.S. Borrower from time to time following the Closing Date and prior to the Revolving Credit Termination Date for the U.S. Revolving Facility in accordance with the procedures set forth in this Section 2.03; provided that (i) the Borrower aggregate principal amount of all U.S. Swingline Loans shall not use exceed $35.0 million (the proceeds of “Swingline Sublimit”) at any Swingline Loan to refinance or repay any outstanding Swingline Loan and one time outstanding, (ii) the Borrower shall not request, and the Swingline Lenders shall not make, principal amount of any borrowing of Swingline Loans if, after giving effect to the making of such Swingline Loans, may not exceed the aggregate amount of the U.S. Revolving Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount Credit of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect U.S. Revolving Lenders immediately prior to such Swingline Loan) 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, 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 2.03 may be repaid and, up to but excluding the Revolving Credit Termination Date for the U.S. Revolving Facility, reborrowed. All Swingline Loans shall at all times be Base Rate Loans. The U.S. Borrower shall give the Swingline Lender and the Agent notice of any Swingline Loan that is requested hereunder (which notice must be received by the 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 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 Swingline Lender shall make such Swingline Loan available to the U.S. Borrower by the Agent crediting the account of the U.S. Borrower as specified in the Notice of Borrowing (or, in the case of a 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 Base B Loan of Swingline Loans pursuant to this Section 2.03 shall be made to the extent that the aggregate in a minimum principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date $500,000 or an integral multiple of $100,000 in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofexcess thereof.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments from time to time in dollars during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that the Swingline Lender shall not use the proceeds of any be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan. Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan and if (i) any Revolving Lender shall be a Defaulting Lender, (ii) any Revolving Lender shall have notified the Swingline Lender and the Borrower shall in writing at least one Business Day prior to the date of Borrowing with respect to such Swingline Loan that the conditions set forth in Section 5.2 have not request, been satisfied and such conditions remain unsatisfied as of the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to requested time of the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and or (iii) no Swingline Loan that is a Borrowing Base B Loan shall be the Lenders have not made the initial Revolving Loan. Within the foregoing limits and subject to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Periodterms and conditions set forth herein, the Borrower may borrow, repay the prepay and reborrow Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofLoans.

Swingline Loans. (a) Subject In addition to the terms and conditions hereofother options available to Borrower hereunder, the Swingline Lenders may, Commitment shall be available for Swingline Loans subject to the following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in their sole discretion, agree accordance with Section 2.10 hereof. All Swingline Loans shall bear interest at the Adjusted Prime Rate and shall be deemed to make be Adjusted Prime Rate Advances. In no event shall the Swingline Lender be required to fund a portion Swingline Loan if it would increase the total aggregate outstanding Loans by Swingline Lender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of its Commitment. Upon request of the credit otherwise available Swingline Lender made to all the Borrower under the Commitments from time Lenders, each Lender irrevocably agrees to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds purchase its Percentage of any Swingline Loan to refinance or repay any outstanding made by the Swingline Lender regardless of whether the conditions for disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided that such Event of Default did not exist at the time the Swingline Loan was made and provided further that no Lender shall be required to have total outstanding Loans (other than Competitive Bid Loans) plus its Percentage of Facility Letters of Credit to be in an amount greater than its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender's Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower shall not request, and to the Administrative Agent for the benefit of the Swingline Lenders Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall not make, any Swingline Loans if, after giving effect be paid when due by the Borrower to the making Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline LoansLoan. From and after the date of each Lender's purchase of its participating interest in a Swingline Loan, if the Swingline Lender receives any payment on account thereof, the aggregate Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the Available Commitments would be less than zeroperiod of time during which such Lender's participating interest was outstanding and funded); provided, however, that (i) no in the event that such payment was received by the Swingline Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all outstanding for more than five (5) days at a time and Swingline Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period outstanding for more than a total of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 ten (10) days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofany month.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans in dollars to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would exceed exceeding $150,000,000 or (ii) the Borrowing Base B Limitsum of the total Revolving Exposures exceeding the Aggregate Commitment; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been required to make a Swingline Loan to refinance an outstanding on 30 days during such periodSwingline Loan. During Within the Commitment Periodforegoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 4:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and whether such Swingline Loan shall be an ABR Revolving Loan bearing interest at a rate per annum applicable to an ABR Revolving Loan or shall bear interest at an alternate rate agreed upon by the Borrower and the Swingline Loans Lender. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account (or, in whole or the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in part and reborrowSection 2.06(e), all in accordance with by remittance to the terms and conditions hereofrelevant Issuing Bank) on the requested date of such Swingline Loan.

Swingline Loans. (ai) Subject to the terms and conditions hereofof this Agreement, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Company from time to time on any Business Day during the Commitment Period by making swing line loans period from the date hereof to but excluding the Facility Termination Date in the aggregate principal Dollar Amount not to exceed at any date the lesser of (“A) $50,000,000 (the "Swingline Loans”Amount") to the Borrower; provided that and (iB) the Borrower unused portion of the Aggregate Commitment as of such date. In addition, the outstanding principal amount of Swingline Loans made in Dollars shall not use exceed $40,000,000 at any time, and the Equivalent Amount of the outstanding principal amount of Swingline Loans made in British Pounds Sterling or the euro unit shall not exceed $10,000,000 at any time. The obligation of the Swingline Lender to make Swingline Loans in British Pounds Sterling or the euro unit shall be in the Swingline Lender's sole discretion, and any such Swingline Loans shall be deemed to utilized the Swingline Lender's Multicurrency Commitment. Each Lender's Commitment shall be deemed utilized by an amount equal to such Lender's Commitment Percentage of each Swingline Loan for purposes of determining the amount of Loans required to be made by such Lender. All Swingline Loans shall bear interest at the Alternate Base Rate or such other rate as shall be agreed between the Company and the Swingline Lender with respect to any Swingline Loan at the time such Swingline Loan is made. If any Swingline Loan made in Dollars is not repaid by the Company on the date when due, each Lender will make a Floating Rate Loan the proceeds of any Swingline Loan which will be used to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofLoan.

Swingline Loans. (a) Subject The Administrative Agent, the Swingline Lender and the Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower requests an ABR Borrowing, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and in the amount requested, same day funds to the Borrower on the applicable Borrowing date to the Funding Account (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a "Swingline Loan"), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(d). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrower hereby authorizes the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions hereofset forth herein (but without any further written notice required), the Swingline Lenders maynot later than 2:00 p.m., in their sole discretionNew York City time, agree to on each Business Day, make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) means of a credit to the Borrower; provided that (i) the Borrower shall not use Funding Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that day (as determined based on notice from the Administrative Agent). The aggregate amount of Swingline Loans outstanding at any time shall not exceed $7,500,000. The Swingline Lender shall not make any Swingline Loan to refinance or repay any outstanding if the requested Swingline Loan and exceeds Availability (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after before giving effect to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no ). All Swingline Loan that is a Borrowing Base B Loan Loans shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofABR Borrowings.

Swingline Loans. (a) Subject In addition to the terms and conditions hereofother options available to Borrower hereunder, the Swingline Lenders may, Commitment shall be available for Swingline Loans subject to the following terms and conditions. Swingline Loans shall be made available for same day borrowings provided that notice is given in their sole discretion, agree accordance with Section 2.10 hereof. All Swingline Loans shall bear interest at the Adjusted Prime Rate and shall be deemed to make be Adjusted Prime Rate Advances. In no event shall the Swingline Lender be required to fund a portion Swingline Loan if it would increase the total aggregate outstanding Loans by Swingline Lender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of its Commitment. Upon request of the credit otherwise available Swingline Lender made to all the Borrower under the Commitments from time Lenders, each Lender irrevocably agrees to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the Borrower shall not use the proceeds purchase its Percentage of any Swingline Loan made by the Swingline Lender regardless of whether the conditions for disbursement are satisfied at the time of such purchase, including the existence of an Event of Default hereunder provided no Lender shall be required to refinance or repay any have total outstanding Loans (other than Competitive Bid Loans) plus its Percentage of Facility Letters of Credit to be in an amount greater than its Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by noon (Chicago time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal under such Lender's Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to such Swingline Loan for the period prior to the date of such purchase shall be paid when due by the Borrower shall not request, and to the Administrative Agent for the benefit of the Swingline Lenders Lender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall not make, any Swingline Loans if, after giving effect be paid when due by the Borrower to the making Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, each Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline LoansLoan. From and after the date of each Lender's purchase of its participating interest in a Swingline Loan, if the Swingline Lender receives any payment on account thereof, the aggregate Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the Available Commitments would be less than zeroperiod of time during which such Lender's participating interest was outstanding and funded); provided, however, that (i) no in the event that such payment was received by the Swingline Lender and is required to be returned to the Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the Swingline Lender to it. If any Lender fails to so purchase its Percentage of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender hereunder. No Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all outstanding for more than five (5) days at a time and Swingline Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period outstanding for more than a total of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 ten (10) days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofany month.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans to the any Borrower under the Commitments in dollars from time to time on any Business Day during the Commitment Period by making swing line loans (“Swingline Loans”) period from the Effective Date to the Borrower; provided tenth Business Day preceding the Termination Date in an aggregate principal amount at any time outstanding that will not result in (i) the Borrower Swingline Exposure exceeding the Swingline Commitment (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Revolving Loans hereunder, may exceed the Swingline Lender's Commitment then in effect), (ii) the sum of the total Credit Exposures exceeding the aggregate Commitments or (iii) such Borrower's Loan Balance exceeding such Borrower's Maximum Permitted Borrowing, PROVIDED that the Swingline Lender shall not use the proceeds of any be obligated to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan. Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan and if (i) prior thereto or simultaneously therewith no Borrower shall have borrowed Revolving Loans, (ii) any Lender shall be in default of its obligations under this Credit Agreement or (iii) any Lender shall have notified the Borrower shall not request, Swingline Lender and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect Borrowers in writing at least one Business Day prior to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) borrowing date with respect to such Swingline Loan) , that the conditions set forth in Section 5.2 have not been satisfied and (iii) no such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan that is a Borrowing Base B Loan. Each Swingline Loan shall be made to due and payable on the extent Maturity Date thereof, provided that in no event shall such Maturity Date be later than the aggregate principal amount of all Borrowing Base B Loans would exceed fifth Business Day preceding the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofTermination Date.

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders mayLender may elect in its sole and absolute discretion, in their sole discretionreliance upon the agreements of the other Lenders set forth in this Section 2.5, agree to make swingline loans (each such loan, a portion of the credit otherwise available “Swingline Loan”) to the Borrower under the Commitments from time to time on any Business Day during the Revolving Commitment Period by making swing line loans (“in an aggregate principal amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans”) to , when aggregated with the BorrowerRevolving Percentage of the outstanding amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided provided, however, that (i) after giving effect to any Swingline Loan, (A) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments, and (B) each Revolving Lender’s aggregate Revolving Extensions of Credit shall not exceed such Revolving Lender’s Revolving Commitment, and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan Loan. Within the foregoing limits, and (ii) subject to the other terms and conditions hereof, the Borrower shall not requestmay request Swingline Loans under this Section 2.5, prepay Swingline Loans under Section 2.6, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect request to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no reborrow under this Section 2.5. Each Swingline Loan shall be made 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 such Revolving Lender’s Revolving Percentage multiplied by the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.

Swingline Loans. (ai) Subject to the all terms and conditions hereof, except as otherwise expressly provided herein, the Swingline Lenders may, in their sole discretion, agree to Lender may make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Company from time to time during from the Commitment Period by making swing line loans (“Swingline Loans”) Effective Date to the Borrower; provided that (i) Credit Termination Date as requested by the Borrower shall not use in accordance with the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not requestterms hereof; provided, and the Swingline Lenders shall not make, any Swingline Loans if, that after giving effect to any amount requested, (a) the making of such outstanding Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan Loans shall be made subject to the extent the aggregate unpaid principal amount of all same availability conditions as Revolving Credit Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iiib) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans would existing at any time shall not exceed the Borrowing Base B Limit; provided further that Borrowing Base B Swingline Sublimit, as the same may be decreased pursuant to the terms hereof. The Swingline Sublimit is deemed to be a portion of the Revolving Credit and not in addition thereto and each Swingline Loan will automatically become a Revolving Credit Loan if not repaid in full within five (5) days of the date such Swingline Loan was made. All Banks will be deemed to be a participant in each Swingline Loan as if such Loan had initially been made as a Revolving Credit Loan. Outstanding Swingline Loans may not shall reduce the availability under the Revolving Credit by the amount of such Swingline Loans. All Swingline Loans shall be borrowed on any date in any rolling period evidenced by a Swingline Note of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, Company (“Swingline Note”) payable to the Borrower may borrow, repay order of the Swingline Loans Lender in whole or the amount of the Swingline Sublimit, such note to be in part and reborrow, all in accordance with the terms and conditions hereofform attached hereto as Exhibit A-2.

Swingline Loans. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, the each Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans denominated in Sterling or Euro to the Borrower under the Commitments Borrowers, at any time and from time to time during on and after the Commitment Period date hereof and until the earlier of the Termination Date and the termination of the Commitments; PROVIDED, that no Swingline Lender shall be required to make a Swingline Loan that would result in (i) the aggregate amount of the Lenders' Revolving Credit Exposures and Competitive Loan Exposures exceeding the aggregate amount of the Commitments or (ii) the aggregate amount of the Dollar Equivalents of all outstanding Swingline Loans exceeding US$100,000,000. Each Swingline Lender may at its option make any Swingline Loan by making swing line loans (“causing any branch or Affiliate of such Swingline Loans”) Lender to the Borrowermake such Swingline Loan; provided PROVIDED that (i) the Borrower any exercise of such option shall not use affect the proceeds obligation of any the applicable Borrower to repay such Swingline Loan to refinance or repay any outstanding Swingline Loan in accordance with the terms of this Agreement and (ii) the Borrower Borrowers shall not request, and be liable for increased costs under Section 2.14 or 2.15 to the Swingline Lenders shall not make, any extent that (A) such costs could be avoided by the use of a different branch or Affiliate to make Swingline Loans ifand (B) such use would not, after giving effect to in the making judgment of such Swingline LoansLender, the aggregate amount of the Available Commitments would entail any expense for which such Swingline Lender shall not be less than zero; provided, however, that (i) no indemnified hereunder. No Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no refinance an outstanding Swingline Loan that is a Borrowing Base A Loan. Each Swingline Loan shall be made to the extent that the aggregate unpaid principal amount as part of all a Swingline Borrowing Base A consisting of Swingline Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay by the Swingline Loans in whole or in part and reborrow, all Lenders ratably in accordance with the terms and conditions hereoftheir respective Swingline Commitments.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of the credit otherwise available Swingline Loans in Dollars to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in an aggregate principal amount at any time outstanding not to the Borrowerexceed $15,000,000; provided that (ix) the Borrower Swingline Lender shall not use the proceeds of be required to make any Swingline Loan to refinance or repay any an outstanding Swingline Loan and (iiy) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such any Swingline LoansLoan, the aggregate amount Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Available Commitments would be less than zero; provided, however, that (i) no Total Revolving Credit Commitment. Each Swingline Loan shall be made to the extent the aggregate unpaid in a minimum principal amount of all Loans would exceed not less than $100,000 or such lesser amount as may be agreed by the Total Commitments (ii) no Swingline Lender; provided that, notwithstanding the foregoing minimum amount, a Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made (x) equal to the extent that entire unused balance of the aggregate unpaid principal amount Unused Revolving Credit Commitments or (y) required to finance the reimbursement of all Borrowing Base A an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such may be borrowed, prepaid and reborrowed. To request a Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay shall notify the Swingline Loans Lender (with a copy to the Administrative Agent) of such request by telephone (promptly confirmed in whole writing), not later than 2:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the each Swingline Lenders Lender may, in their its sole discretion, agree to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Commitments Company from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; Availability Period, provided that (i) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loans ifthat, after giving effect to the making of such Swingline Loansthereto, the aggregate amount of the Available Commitments would be less than zero; provided, however, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.4(a)(ii) with respect to such Swingline Loan) and (iii) no Swingline Loan that is a Borrowing Base B Loan shall be made to the extent that the aggregate principal amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During the Commitment Period, the Borrower may borrow, repay the Swingline Loans of any Swingline Lender will not exceed its Swingline Commitment, (ii) 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 whole or the event the Maturity Date shall have been extended as provided in part Section 2.19, the sum of the Swingline Exposure attributable to 35 Swingline Loans maturing after any Existing Maturity Date and reborrow, all in accordance with the LC Exposure attributable to Letters of Credit expiring after such Existing Maturity Date will not exceed the sum of the Revolving Credit Commitments that shall have been extended to a date after the latest maturity date of such Swingline Loans and the latest expiration date of such Letters of Credit. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, the Company may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, any reference in this Agreement to a Swingline Lender’s “Swingline Commitment”, 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 create any obligation of any Swingline Lender to make or fund any Swingline Loan other than in its sole discretion.