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 a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay 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 hereofherein set forth, (i) the US Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of loans to the credit otherwise available to a Borrower under the Commitments in US Dollars at any time and from time to time during on or after the Effective Date and until the termination of its US Swingline Commitment Period by making swing line loans in an aggregate principal amount at any time outstanding that will not result in (“x) the principal amount of all US Swingline Loans”Loans exceeding $30,000,000 in the aggregate or (y) to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan Aggregate US Revolving Credit Exposure exceeding the Total US Revolving Credit Commitment and (ii) the Multicurrency Swingline Lender agrees to make loans to the Borrower in the Available Currency requested by the Borrower at any time and from time to time on or after the Effective Date and until the termination of its Multicurrency Swingline Commitment in an aggregate Principal Amount at any time outstanding that will not result in (x) the Principal Amount of all Multicurrency Swingline Loans exceeding $15,000,000 in the aggregate or (y) the Aggregate Multicurrency Revolving Credit Exposure exceeding the Total Multicurrency Revolving Credit Commitment; provided that notwithstanding the foregoing, no Borrower Swingline Lender shall requestbe obligated to make any US Swingline Loans or Multicurrency Swingline Loans at a time when a US Revolving Credit Lender or Multicurrency Revolving Credit Lender, as the case may be, is a Defaulting Lender, unless such Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Swingline Lenders shall not make, any Swingline Loans if, after giving effect 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 US Swingline Loans or Multicurrency Swingline Loans, as the Available Commitments would case may be less than zero; provided, further, that (i) no which Cash Collateralization may be made with the proceeds of a simultaneous borrowing of additional Swingline Loans incurred from Non-Defaulting Lenders and otherwise in compliance with the provisions of this Section 2.23). Each Swingline Loan shall be made in a principal amount not less than the Minimum Applicable Borrowing Amount. Each Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder and the Borrower may borrow, pay or prepay and reborrow Multicurrency Swingline Loans hereunder, in each case, subject to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitmentsterms, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower conditions and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereoflimitations 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 swingline loans in Dollars (individually, a portion of “Swingline Loan” and collectively, the credit otherwise available “Swingline Loans”) to any Borrower (other than a Borrower under the Commitments French Borrower) from time to time during the Revolving Credit Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided in accordance with the procedures set forth in this Section 2.04, provided, that (i) no Borrower the aggregate principal amount of all Swingline Loans shall use the proceeds of not exceed $25,000,000 at any Swingline Loan to refinance or repay any outstanding Swingline Loan and one time outstanding, (ii) no Borrower shall 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 Tranche A Revolving Credit Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed Tranche A Revolving Lenders immediately prior to such borrowing or result in the Aggregate Tranche A Revolving Credit Exposure then outstanding exceeding the Total CommitmentsTranche A Revolving Credit Commitments then in effect, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, and (iii) Borrowing Base A in no event may Swingline Loans be borrowed hereunder if (x) an Event of Default or Event of Termination shall have occurred and be continuing and (y) such Event of Default or Event of Termination shall not have been subsequently cured or waived. Amounts borrowed by any Swingline Borrower under this Section 2.04 may be borrowed by either repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The relevant Swingline Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no shall give the Administrative Agent notice of any Swingline Loan that is a requested hereunder (which notice must be received by the Administrative Agent prior to 12:00 noon, New York City time, on the requested Borrowing Base B Loan Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall be made to KECS to promptly notify the extent that the aggregate principal amount Swingline Lender of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures such borrowing. Not later than 3:00 p.m., New York City time, on the Borrowing Date specified in such notice the Swingline Lender shall make such Swingline Loan available to the Administrative Agent for the account of the relevant Swingline Borrower at the office of the Administrative Agent set forth in Section 10.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the relevant Swingline Borrower by the Administrative Agent crediting the account of such Swingline Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to it would exceed finance the aggregate Pledged Eligible Asset Loan Values reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Customer Pledged Eligible Assets, (viIssuing Bank) no Swingline Loan that is a Non-Customer Loan and in like funds as received by the Administrative Agent. Each borrowing pursuant to this Section 2.04 shall be made to KECS to the extent that the aggregate in a minimum principal amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values $1,000,000 or an integral multiple of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day $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, a Borrower may borrow and repay 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 loans to the Borrower (each such loan, a portion of the credit otherwise available to a Borrower under the Commitments “Swingline Loan”) from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000, or (ii) the aggregate Revolving Credit Exposures exceeding the aggregate Commitments (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the Aggregate Elected Commitment Period by making swing line loans (“Swingline Loans”) to such BorrowerAmounts); provided that (ix) no Borrower the Swingline Lender shall use the proceeds of any not be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan and (iiy) no Borrower shall request, and the Swingline Lenders Lender 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, further, 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 make a Swingline Loan that is a Borrowing Base A Loan would result in the total outstanding amount of such Lender’s Loans to exceed such Lender’s Commitment. The Borrower shall be made to a Borrower pay to the extent that Administrative Agent, for the account of the Swingline Lender or each Lender, as applicable, pursuant to this Section 2.09, the outstanding aggregate principal and accrued and unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no interest under each Swingline Loan that is a Borrowing Base B Loan shall be made no later than seven (7) Business Days following such Swingline Borrowing. Within the foregoing limits and subject to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow amounts under the subfacility for Swingline Loans provided for in this Section 2.09, provided that, for the avoidance of doubt, in no event may the Borrower continue or convert a Swingline Loan.

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 a 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 such 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) no Borrower shall use one-half of the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan Sublimit and (ii) no Borrower shall request, and an amount equal to (x) 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, further, 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 a Borrower 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 made to exceeds the aggregate Swingline Commitments in effect at such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that time or the aggregate principal amount of all Borrowing Base B Swingline Loans made to it would by any Swingline Lender shall exceed such Swingline Lender’s Swingline Availability, the Borrowing Base B Limit, (v) no Borrower shall immediately pay the Administrative Agent for the account of the applicable Swingline Loan that is a Customer Loan shall be made to KECS to Lender the extent that the aggregate amount of all Customer Revolving Credit Exposures made such excess. Subject to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofof this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans hereunder.

Swingline Loans. (a) Subject to the terms and conditions hereof, including without limitation Section 2.15., 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 but not exceeding, the lesser (such lesser amount being referred to make a portion of as the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”Availability” of a given Swingline Lender) to such Borrower; provided that of (i) no $18,750,000, (ii) the difference of (A) the commitment of such Swingline Lender in its capacity as a Revolving Lender minus (B) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Revolving Lender, and (iii) upon and following satisfaction of the Initial Mortgage Collateral Requirement, the difference of (A) such Swingline Lender’s Revolving Commitment Percentage of the then Collateral Property Availability (in its capacity as a Revolving Lender) minus (B) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Revolving Lender. If at any time the aggregate principal amount of the Swingline Loans made by a Swingline Lender outstanding at such time exceeds the Swingline Availability of such Swingline Lender at such time, the Borrower shall use immediately pay the proceeds Administrative Agent for the account of any such Swingline Lender the amount of such excess. The borrowing of a Swingline Loan shall constitute usage of the Revolving Commitments, in an amount equal to refinance or repay any (i) for each Revolving Lender other than the Swingline Lender making such Swingline Loan, each such Revolving Lender’s Revolving Commitment Percentage, multiplied by the outstanding amount of such Swingline Loan and (ii) no Borrower shall requestfor the applicable Swingline Lender making such Swingline Loan, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making outstanding amount of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made Loan. 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofof this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans hereunder.

Swingline Loans. (a) Subject to the terms and conditions hereof, the U.S. Swingline Lenders may, in their sole discretion, agree Lender agrees to make U.S. Swingline loans in Dollars (individually, a portion of “U.S. Swingline Loan” and collectively, the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“U.S. Swingline Loans”) to such Borrowerthe U.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) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B U.S. Swingline Loans made to it would shall not exceed $150.0 million (the Borrowing Base B Limit“U.S. Swingline Sublimit”) at any one time outstanding, (vii) no the principal amount of any borrowing of U.S. Swingline Loan that is a Customer Loan shall be made to KECS to the extent that Loans may not exceed the aggregate amount of all Customer the U.S. Available Revolving Credit Exposures made of all U.S. Revolving Lenders immediately prior to it would exceed such borrowing or result in the aggregate Pledged Eligible Asset Loan Values of Revolving Credit Outstandings under all Revolving Facilities then outstanding exceeding the Customer Pledged Eligible AssetsRevolving Commitments then in effect under all Revolving Facilities, (viiii) in no event may U.S. Swingline Loan Loans be borrowed hereunder if a Default shall have occurred and be continuing and (iv) the U.S. Swingline Lender shall not be obligated to make U.S. Swingline Loans if any U.S. Revolving Lender is then a Defaulting Lender, unless the U.S. Swingline Lender is satisfied that is a Nonthe related exposure will be 100% covered by the U.S. Revolving Commitments of non-Customer Defaulting Lenders and participating interests in any such newly made U.S. Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.04(n) (and Defaulting Lenders shall not participate therein). Amounts borrowed under this Section 2.03 may be repaid and, up to but excluding the Revolving Credit Termination Date for the U.S. Revolving Facility, reborrowed. All U.S. Swingline Loans shall at all times be Base Rate Loans. The U.S. Borrower shall give the U.S. Swingline Lender and the Agent notice of any U.S. Swingline Loan requested hereunder (which notice must be received by the U.S. Swingline Lender and the Agent prior to 1:00 p.m., New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, (B) the requested Borrowing Date and (C) the account or accounts in to which the proceeds of such U.S. Swingline Loans are to be deposited. Not later than 3:00 p.m., New York City time, on the Borrowing Date specified in such notice, the U.S. Swingline Lender shall make such U.S. Swingline Loan available to the Agent for the account of the U.S. Borrower at the Agent’s Office in funds immediately available to the Agent. Amounts so received by the Agent will promptly be made available to the U.S. Borrower by the Agent crediting the account of the U.S. Borrower on the books of such office with the amount made available to the Agent by the U.S. Swingline Lender (or, in the case of a U.S. Swingline Loan made to KECS finance the reimbursement of a Revolving LC Disbursement as provided in Section 2.04(e), by remittance to the extent that Issuing Bank) and in like funds as received by the aggregate Agent. Each Borrowing of U.S. Swingline Loans pursuant to this Section 2.03 shall be in a minimum principal amount of all Non-Customer Revolving Credit Exposures made $500,000 or an integral multiple of $100,000 in excess thereof. Subject to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof, the Canadian Swingline Lender agrees to make swingline loans in Canadian Dollars (individually, a “Canadian Swingline Loan” and collectively, the “Canadian Swingline Loans”) to the Canadian Borrower from time to time following the Closing Date and prior to the Revolving Credit Termination Date for the Canadian Revolving Facility in accordance with the procedures set forth in this Section 2.03; provided that (i) the aggregate principal amount of all Canadian Swingline Loans shall not exceed the Dollar Equivalent of $10.0 million (the “Canadian Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of Canadian Swingline Loans may not exceed the aggregate amount of the Canadian Revolving Available Credit of all Canadian Revolving Lenders immediately prior to such borrowing or result in the Revolving Credit Outstandings under all Revolving Facilities then outstanding exceeding the Revolving Commitments then in effect under all Revolving Facilities, (iii) in no event may Canadian Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing and (iv) the Canadian Swingline Lender shall not be obligated to make Canadian Swingline Loans if any Canadian Revolving Lender is then a Defaulting Lender, unless the Canadian Swingline Lender shall be satisfied that the related exposure will be 100% covered by the Canadian Revolving Commitments of the non-Defaulting Lender and participating interests in any such newly made Canadian Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.04(n) (and Defaulting Lenders shall not participate therein). Amounts borrowed under this Section 2.03 may be repaid and, up to but excluding the Revolving Credit Termination Date for the Canadian Revolving Facility, reborrowed. All Canadian Swingline Loans shall at all times be Canadian Base Rate Loans. The Canadian Borrower shall give the Canadian Swingline Lender and the Agent notice of any Canadian Swingline Loan requested hereunder (which notice must be received by the Canadian Swingline Lender and the Agent prior to 1:00 p.m., New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, (B) the requested Borrowing Date and (C) the account or accounts in to which the proceeds of such Swingline Loans are to be deposited. Not later than 3:00 p.m., New York City time, on the Borrowing Date specified in such notice, the Canadian Swingline Lender shall make such Canadian Swingline Loan available to the Agent for the account of the Canadian Borrower at the Agent’s Office in funds immediately available to the Agent. Amounts so received by the Agent will promptly be made available to the Canadian Borrower by the Agent crediting the account of the Canadian Borrower on the books of such office with the amount made available to the Agent by the Canadian Swingline Lender (or, in the case of a Canadian 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 pursuant to this Section 2.03 shall be in a minimum principal amount of C$500,000 or an integral multiple of C$100,000 in excess thereof.

Swingline Loans. (a) Subject Each Swingline Lender is authorized by the Domestic Lenders and the Canadian Lenders, as applicable, to, and shall, make Swingline Loans at any time (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 a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”SECTION 2.06(b)) to such Borrower; provided that (i) no Borrower shall use to the proceeds Domestic Borrowers up to the amount of any the sum of the Domestic Swingline Loan to refinance or repay Ceiling, plus any outstanding Swingline Loan Permitted Domestic Overadvances, and (ii) no to the Canadian Borrower shall requestup to the amount of the sum of the Canadian Swingline Loan Ceiling, plus any Permitted Canadian Overadvances, in each case upon a notice of Borrowing from Lead Borrower received by the Administrative Agent or the Canadian Agent, as applicable, and the applicable Swingline Lenders Lender (which notice, at the Swingline Lender’s discretion, may be submitted prior to 3:00 p.m. for the Domestic Borrowers and 12:00 noon for the Canadian Borrower, on the Business Day on which such Swingline Loan is requested); provided that the Swingline Lender shall not make, be obligated to make any Swingline Loan in its reasonable discretion if any Lender at such time is a Deteriorating Lender, unless the Swingline Lender has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the Swingline Lender’s risk of full reimbursement with respect to such Swingline Loan. Swingline Loans ifshall be Prime Rate Loans and shall be subject to periodic settlement with the Domestic Lenders and Canadian Lenders, after giving effect to as applicable, under SECTION 2.22 below. Immediately upon the making of a Swingline Loan, each Domestic Lender or Canadian Lender, as applicable, shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swingline Lender a risk participation in such Swingline LoansLoan in an amount equal to the product of such Lender’s Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, times the aggregate amount of such Swingline Loan. Each Swingline Lender shall have all of the Available Commitments would be less than zero; provided, further, that benefits and immunities (iA) no provided to the Agents in Article VIII with respect to any acts taken or omissions suffered by the Swingline Loan shall Lender in connection with Swingline Loans made by it or proposed to be made to by it as if the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no term “Agents” as used in Article VIII included each Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made Lender with respect to such Borrower would exceed the Borrowing Base A Limit applicable to such Borroweracts or omissions, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (viiB) no as additionally provided herein with respect to each Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofLender.

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 Swingline Loans to the credit otherwise available to a Borrower under the Commitments Company or Masco Europe from time to time on any Domestic Business Day (if such Swingline Loan is denominated in Dollars) or on any Eurocurrency Business Day (if such Swingline Loan is denominated in an Agreed Swingline Currency other than Dollars) during the Commitment Period by making swing line loans period on and after the Closing Date to but excluding the Termination Date in any Agreed Swingline Currency in the aggregate principal Dollar Amount not to exceed the lesser of (“a) $200,000,000 (the "Swingline Loans”Amount") to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (iib) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to unused portion of the making Aggregate Commitment as of such Swingline LoansDomestic Business Day or Eurocurrency Business Day, as the case may be; provided, that the Aggregate Commitment shall be deemed utilized by the aggregate principal Dollar Amount of the Loans outstanding at that time plus the aggregate amount of L/C Obligations at that time. Each Swingline Loan shall be in a principal amount of $1,000,000 or any integral multiple thereof, or if denominated in an Agreed Swingline Currency other than Dollars, the Available Commitments would Approximate Equivalent Amount or such other minimum amounts and multiples as the Swingline Lender shall determine. Each Swingline Loan shall bear interest as set forth in Section 2.06. Subject to Section 2.09, each Swingline Loan denominated in Dollars or euro shall be less repaid with interest on the seventh (7th) day after such Swingline Loan is made (or such shorter period with respect to principal or interest as the Swingline Lender and the applicable Borrower shall have agreed). Each Swingline Loan denominated in an Agreed Swingline Currency other than zeroDollars or euro shall be repaid with interest on the thirtieth (30th) day after such Swingline Loan is made (or such shorter period with respect to principal or interest as the Swingline Lender and the applicable Borrower shall have agreed); provided, that upon receipt of written notice from the applicable Borrower no fewer than four (4) Eurocurrency Business Days prior to such Swingline Loan's due date, the Swingline Lender may in its sole and absolute discretion agree to continue such Swingline Loan as a Swingline Loan for an additional thirty (30) day period; provided, however, that no Swingline Loan may be outstanding as a Swingline Loan for a period greater than 180 consecutive days; provided, further, that (i) no Swingline Loan Masco Europe shall be made liable only to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no repay Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofMasco Europe.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders mayLender agrees to make loans (each a “Swingline Loan”) in U.S. Dollars to each Borrower, in their sole discretioneach case for the account of a Related Fund of such Borrower, agree to make a portion of the credit otherwise available to a Borrower under the Commitments from time to time during the period from the Effective Date through the tenth Business Day immediately preceding the Applicable Commitment Period by making swing line loans (“Termination Date in an aggregate principal amount at any time outstanding that will not result in the Swingline Loans”) to such Borrower; Loans exceeding the Swingline Commitment, provided that immediately after giving effect thereto, (i) the outstanding Revolving Loans and the Swingline Exposure of the Swingline Lender will not exceed its Commitment, (ii) the Total Loan Balance will not exceed the aggregate Commitments and (iii) such Related Fund will not have exceeded its Maximum Permitted Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Swingline Loans. Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan if (i) prior thereto or simultaneously therewith no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and have borrowed Revolving Loans, (ii) no Borrower any Lender shall request, be in default of its obligations under this Credit Agreement or (iii) any Lender shall have notified the Swingline Lender and the Borrowers in writing at least one Business Day prior to the borrowing date with respect to such Swingline Lenders shall Loan, that the conditions set forth in Section 5.2 have not make, any Swingline Loans if, after giving effect to been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline LoansLoan, and the aggregate Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Swingline Loans will be made available to the Borrowers on a first come, first served basis, provided that if the amount of Swingline Loans which one or more Borrowers would otherwise request on behalf of their respective Related Funds on the Available Commitments same Business Day would be less than zero; providedexceed the then available Swingline Commitment, further, that (i) no such Borrower or Borrowers will apportion the available Swingline Loan Commitment among such Funds and such Borrower or Borrowers shall be made to notify the extent Administrative Agent and the aggregate unpaid principal amount Swingline Lender of all Loans would exceed the Total Commitments, such apportionment and (ii) no the Swingline Lender shall not be obligated to make any such Swingline Loan that is a Borrowing Base A Loan or Swingline Loans until such Borrower or Borrowers have notified the Administrative Agent and the Swingline Lender of the apportionment as set forth in clause (i) of this sentence. Each Swingline Loan, together with all interest thereon, shall be made to a Borrower to due and payable on the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofMaturity Date therefor.

Swingline Loans. (ai) Subject to the terms and conditions of this Agreement, the Swingline Lender may, in its sole discretion, make Swingline Loans to the Borrowers from time to time on any Business Day during the period from the date hereof to but excluding the Facility Termination Date in the aggregate principal outstanding amount not to exceed the Swingline Sublimit; provided that after giving effect to such Swingline Loan, the Dollar Amount of the Aggregate Outstanding Credit Exposure at any time shall not exceed the Aggregate Commitment, and provided further that at no time shall the Dollar Amount of the Aggregate Outstanding Credit Exposure of the Swingline Lender exceed the Aggregate Commitment of such Lender. The Swingline Lender may make Swingline Loans available in Dollars or any other Agreed Currency in its sole discretion and if any such Swingline Loans are made available in other Agreed Currencies or are made to a Borrower domiciled in an EEA Member Country, such Swingline Loans shall be deemed to utilize 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 the Dollar Amount of each Swingline Loan for purposes of determining the amount of Loans required to be made by such Lender. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers may borrow under this Section 2.1(b), repay and reborrow at any time prior to the Facility Termination Date. All Swingline Lenders Loans shall bear interest (a) in the case of such Loans denominated in Dollars, at the Base Rate plus the Applicable Margin for Floating Rate Loans or such other rate as shall be agreed between the relevant Borrower and the Swingline Lender with respect to any Swingline Loan at the time such Swingline Loan is made and (b) in the case of such Loans denominated in other Eligible Currencies, at such other rate as shall be agreed between the relevant Borrower and the Swingline Lender with respect to any Swingline Loan at the time such Swingline Loan is made (it being understood that such pricing may, in their sole discretion, agree to make a portion by agreement of the credit otherwise available relevant Borrower and the Swingline Lender, be based on rates other than those of the London interbank market). The applicable Borrower shall repay each Swingline Loan on the earlier to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that occur of (i) no Borrower shall use the proceeds of any date ten (10) Business Days after such Swingline Loan to refinance or repay any outstanding is made, if requested by the Administrative Agent on behalf of the Swingline Loan Lender, and (ii) no the Facility Termination Date. If any Swingline Loan is not repaid by the relevant Borrower shall requeston the date when due, and each Lender will make a Floating Rate Loan the proceeds of which will be used to repay 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day as described 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofSection 2.1(b)(ii).

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders mayLender, in their its sole discretion, agree may make loans (each a “Swingline Loan” and collectively, the “Swingline Loans”) to make a portion of the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Period, provided, however, that at no time shall the Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use the proceeds of any Lender make a Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, immediately after giving effect to such Swingline Loan, (i) the making aggregate outstanding principal amount of such 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 Available Commitments aggregate LC Exposure would exceed the Total Commitment Amount. The Swingline Loans of the Swingline Lender shall be less than zero; providedevidenced by a promissory note of the Borrower, furthersubstantially in the form of Exhibit F-2, that 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) no 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the in an aggregate principal amount equal to $100,000 or such amount plus a whole multiple of all Borrowing Base B Loans made to it would exceed $100,000 in excess thereof or, if less, the Borrowing Base B Limit, (v) no unused Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay 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 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 a 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 such Borrower; provided that (i) no Borrower shall 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)) no Borrower shall requestnot to 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, (A) the making Total Facility Exposure shall not exceed the Total Commitment then in effect and (B) such Swingline Lender’s Outstanding Revolving Extensions of Credit shall not exceed its Commitment. The aggregate outstanding principal amount of the Quoted Swingline Loans of any Swingline Lender, when added to the aggregate outstanding principal amount of the ABR Swingline Loans of such Swingline 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, further, 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 a Borrower 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 made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the in a minimum aggregate principal amount of all Borrowing Base B Loans made $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to it would exceed the Borrowing Base B Limit, (v) no remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan that is a Customer Loan shall to be made by it available to KECS any Swingline Borrower by means of a credit to the extent that general deposit account of such Swingline Borrower with the aggregate amount Administrative Agent or, with notice to the Administrative Agent, a wire transfer, at the expense of all Customer such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans on or after the Effective Date and prior to the Revolving Credit Exposures made to it would exceed Maturity Date (or such earlier date on which the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan Commitments shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all terminate in accordance with herewith) on the terms and subject to the conditions hereofand limitations set forth herein.

Swingline Loans. (a) Subject to The Swingline Lender agrees, on the terms and subject to the conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise Revolving A Commitment available to a the Parent Borrower under the Commitments from time to time during prior to the Commitment Period Swingline Termination Date by making swing line loans Swingline Loans to the Parent Borrower in Dollars, Sterling or Euros (each such loan, a “Swingline Loan” and collectively, the “Swingline Loans”) to such Borrower; provided ), in each case in an aggregate principal amount at any time outstanding that will not result in (i) no the aggregate Dollar Equivalent of the Swingline Loans outstanding at any one time exceeding the Swingline Commitment, (ii) with regard to each Revolving A Lender individually (other than the Swingline Lender in its capacity as such), the Dollar Equivalent of such Lender’s Revolving A Credit Exposure exceeding such Lender’s Revolving A Commitment, or (iii) with regard to the Revolving A Lenders collectively, the Aggregate Revolving A Credit Exposure exceeding the Aggregate Revolving A Commitment, provided that the Swingline Lender shall not be obligated at any time to make any Swingline Loan if any Revolving A Lender is at that time a Defaulting Lender and after giving effect to any reallocation of the Participation Interest of such Defaulting Lender pursuant to Section 4.11.1(d), the Swingline Lender has any actual or potential Fronting Exposure with respect to such Defaulting Lender arising from the Swingline Loan proposed to be made, unless the Swingline Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Parent Borrower shall use or such Defaulting Lender to eliminate such Fronting Exposure. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Termination Date. The proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECSused, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrowpart, all in accordance with the terms and conditions hereofto refund any prior 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 Swingline Loans to the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would exceed exceeding the Borrowing Base B Limit, lesser of (vA) no the Swingline Loan that is a Customer Loan shall be made to KECS to Sublimit and (B) the extent that unutilized Revolving Commitment of the aggregate amount Swingline Lender or (ii) the sum of all Customer the total Revolving Credit Exposures made exceeding the total Revolving Commitments; provided that the Swingline Lender shall not be required to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no make a Swingline Loan that is a Non-Customer Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Notwithstanding the foregoing, the Swingline Lender shall not make any Swingline Loan to the Borrower if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.22(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Exposure as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

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 a Borrower under the Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans (“Swingline Loans”) to such Borrowerin accordance with the procedures set forth in this Section 2.04; provided that (i) no Borrower the aggregate principal amount of all Swingline Loans shall use not exceed $5.0 million (the proceeds of “Swingline Sublimit”) at any Swingline Loan to refinance or repay any outstanding Swingline Loan and one time outstanding, (ii) no Borrower shall 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, further, 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 CommitmentsRevolving Credit Commitment then in effect, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, and (iii) Borrowing Base A in no event may Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing. Amounts borrowed under this Section 2.04 may be borrowed by either repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no shall give the Administrative Agent notice of any Swingline Loan that is a 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 Base B Loan Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall be made to KECS to promptly notify the extent that the aggregate principal amount Swingline Lender of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures 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 it would exceed finance the aggregate Pledged Eligible Asset Loan Values reimbursement of a Revolver LC Disbursement as provided in Section 2.06(e), by remittance to the Customer Pledged Eligible Assets, (viIssuing Bank) no Swingline Loan that is a Non-Customer Loan and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be made to KECS to the extent that the aggregate in a minimum principal amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values $500,000 or an integral multiple of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day $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, a Borrower may borrow and repay 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 hereof, including without limitation Section 2.14., 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 but not exceeding, the least (such least amount being referred to make as the “Swingline Availability” of a portion given Swingline Lender) of the credit otherwise available to a Borrower under the Commitments (i) $100,000,000, as such amount may be reduced from time to time during in accordance with the terms hereof, (ii) the difference of (A) the Commitment Period by making swing line loans of such Swingline Lender in its capacity as a Lender minus (“B) the aggregate outstanding principal amount of Loans and outstanding Swingline Loans”, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Lender, and (iii) upon and following satisfaction of the Initial Mortgage Collateral Requirement, the difference of (A) such Swingline Lender’s Commitment Percentage of the then Net Collateral Property Availability (in its capacity as a Lender) minus (B) the aggregate outstanding principal amount of the Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Lender. If at any time the aggregate principal amount of the Swingline Loans made by a Swingline Lender outstanding at such time exceeds the Swingline Availability of such Swingline Lender in effect at such time, the Borrower shall immediately pay the Administrative Agent for the account of such Swingline Lender the amount of such excess. The borrowing of a Swingline Loan shall constitute usage of the Commitments, in an amount equal to such Borrower; provided that (i) no Borrower shall use for each Lender other than the proceeds Swingline Lender making such Swingline Loan, each such Lender’s Commitment Percentage, multiplied by the outstanding amount of any Swingline Loan to refinance or repay any outstanding such Swingline Loan and (ii) no Borrower shall requestfor the applicable Swingline Lender making such Swingline Loan, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making outstanding amount of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made Loan. 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofof this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans hereunder.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, (i) the US 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 US Revolving Credit Lenders set forth in this Section 2.23, make available US Swingline Loans in US Dollars to a Borrower under the Commitments US Borrowers from time to time during the Commitment Availability Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the in an aggregate amount of the Available Commitments would be less than zero; provided, further, 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 at any time outstanding that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that will not result in the aggregate principal amount of all Borrowing Base B outstanding US Swingline Loans made to it would exceed exceeding the Borrowing Base B LimitUS Swingline Sublimit, and (vii) no the Canadian Swingline Loan that is a Customer Loan shall be made to KECS to Lender may in its discretion, and in reliance upon the extent that agreements of the aggregate amount of all Customer other Canadian Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible AssetsLenders set forth in this Section 2.23, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay make available Canadian Swingline Loans in whole US Dollars or Canadian Dollars to the Canadian Borrowers from time to time during the Availability Period in part an aggregate principal amount at any time outstanding that will not result in the aggregate principal amount of outstanding Canadian Swingline Loans exceeding the Canadian Swingline Sublimit; provided, that the Swingline Lender shall not be required to 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. To request a Swingline Loan, the Borrower Representative shall notify the Agent of such request Electronically, not later than 12:00 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 applicable Swingline Lender of any such notice received from the Borrower Representative. The applicable Swingline Lender shall make each Swingline Loan available to the applicable Borrowers by means of a credit to the account identified in the borrowing notice (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement, 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 Agent to be distributed to the applicable Lenders) on the requested date of such Swingline Loan.

Swingline Loans. Upon receipt of a Loan Request Certificate as provided in Section 7.10, subject to the terms and conditions hereof and in reliance on the obligations of the Lenders to the Administrative Agent under this Agreement, Administrative Agent may, in its sole discretion, advance a swingline (athe "Swingline") Subject in the form of one or more swingline loans (each a "Swingline Loan") to the Borrower from time to time before the Revolving Loan Maturity Date on a revolving basis up to $5,000,000 in aggregate principal amount from time to time (the "Swingline Facility") only if the Swingline Loan Exposure will not as a result of such advance exceed the lesser of (i) $5,000,000 or (ii) the Maximum Available Amount. The Administrative Agent may make a Swingline Loan even if after making a Swingline Loan, the Administrative Agent's Pro-Rata Share of the sum of the Aggregate Revolving Loans, the Letter of Credit Exposure, and all outstanding Swingline Loans will exceed the Administrative Agent's Pro-Rata Share of the Aggregate Revolving Loan Commitment. Swingline Loans may be repaid and their principal amount reborrowed before the Revolving Loan Maturity Date, subject to the terms and conditions hereof, . No more than five (5) Swingline Loans may be outstanding at any time. All Swingline Loans made by Administrative Agent under the Swingline Lenders may, in their sole discretion, agree to make Facility shall be evidenced by a portion Swingline Note of the credit otherwise available to a Borrower under (the Commitments from time to time during the Commitment Period by making swing line loans (“"Swingline Loans”Note") to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect payable to the making order of such Administrative Agent in the amount of its Swingline Loans, Facility. Without regard to the aggregate face principal amount of the Available Commitments would be less than zero; providedSwingline Note, further, that (i) no Swingline the actual principal amount at any time outstanding and owing by the Borrower on account thereof during the period ending on the Revolving Loan Maturity Date shall be made to the extent the aggregate unpaid principal amount sum of all Loans would exceed the Total Commitments, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be advances then or theretofore made to a Borrower to the extent that the aggregate unpaid thereon less all principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days payments actually received thereon during such period. During the Commitment Period, a Borrower may borrow and repay 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 mayLender, in their reliance on the agreements of Lenders set forth in this Section 2.2, may in its sole discretion, agree discretion make Swingline Loans to make a portion of the credit otherwise available to a Borrower under the Commitments from time to time on any Business Day during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Revolving Credit Availability Period, in an aggregate principal amount that will not result in (i) no Borrower shall use the proceeds Revolving Credit Exposure of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsLender exceeding its Commitment, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that total Revolving Credit Exposures exceeding the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, total Commitments or (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made exceeding the Swingline Sublimit; provided, that Swingline Lender shall not be required to it would exceed the Borrowing Base B Limit, (v) no make a Swingline Loan that is a Customer to refinance an outstanding Swingline Loan and Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be made to KECS to conclusive and binding absent manifest error) that it has, or by such Swingline Loan may have, Fronting Exposure; and provided further, that in making any such Swingline Loan, the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values Swingline Lender shall not waive any of the Customer Pledged Eligible Assets, (vi) no terms or conditions set forth herein without first obtaining the prior written consent of the Lender or Lenders acquiring a participation of such Swingline Loan that is a Non-Customer Loan shall be made pursuant to KECS Section 2.2(b) below. Within the foregoing limits and subject to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, Borrower may borrow, prepay and reborrow Swingline Loans. Promptly after receipt of a request for a Borrowing, Agent shall elect, in its discretion, (i) to have the terms of Section 2.3(a) apply to such requested Borrowing, or (ii) to request Swingline Lender to make a Swingline Loan pursuant to the terms of Section 2.3(b) in the amount of the requested Borrowing; provided, however, that if Swing Lender declines in its sole discretion to make a Swing Loan pursuant to Section 2.3(b), Agent shall elect to have the terms of Section 2.3(a) apply to such requested Borrowing.

Swingline Loans. (a) Subject to the terms and conditions hereofof this Agreement, the Swingline Lenders mayLender agrees, in their sole discretionreliance on the agreement of the other Lenders in this Section 2.02, agree to make a portion of Swingline Loans to the credit otherwise available to a 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 Applicable Percentage of the outstanding amount of Loans and LC Obligations of the Lender acting as Swingline Lender, may exceed the amount of such BorrowerLender’s Commitment; provided provided, that (i) after giving effect to any amount requested, (x) the Facility Usage does not exceed the Aggregate Commitments, and (y) 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; and (ii) the Swingline Lender has not received written notice from the Borrower or any Lender at least one (1) Business Day prior to making such Swingline Loan that one or more of the applicable conditions to Credit Extensions specified in Section 4.02 is not then satisfied or waived in accordance with the provisions of this Agreement (and the Swingline Lender shall be entitled to conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower shall in respect thereof if such notice proves to be inaccurate); and provided further that the Borrower will not use the proceeds of any Swingline Loan to refinance or repay any outstanding existing Swingline Loan. The Borrower will have the option to choose whether each Swingline Loan and is (iiA) no Borrower shall requesta Base Rate Loan, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the or (B) a Daily Floating Eurodollar Loan. The aggregate amount of the Available Commitments would be less than zero; provided, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part any Borrowing shall be a minimum of $500,000. 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 reborrow, all until (x) the Borrower has given notice of conversion to a Base Rate Loan in accordance with the terms and conditions hereofSection 2.04, or (y) such Swingline Loan is refunded pursuant to Section 2.02(b).

Swingline Loans. (ai) Subject to The Swingline Lender agrees, on the terms and subject to the conditions hereofset forth herein, and in reliance upon the Swingline agreements of the other Lenders mayset forth in this Section 2.6, in their sole discretion, agree to make a portion of the credit otherwise Revolving A Commitment available to a the Parent Borrower under the Commitments from time to time during prior to the Commitment Period Swingline Maturity Date by making swing line loans (“Swingline Loans”) Loans denominated in Dollars, Sterling or Euros to such the Parent Borrower; provided , in each case in an aggregate principal amount at any time outstanding that will not result in (i) no the aggregate principal amount of the Swingline Loans made by the Swingline Lender outstanding at any one time exceeding the Swingline Commitment, (ii) with regard to each Revolving A Lender individually (other than the Swingline Lender in its capacity as such), such Revolving Credit Lender’s Revolving A Credit Exposure exceeding such Revolving Credit Lender’s Revolving A Commitment, or (iii) with regard to the Revolving A Lenders collectively, the Aggregate Revolving A Credit Exposure exceeding the Aggregate Revolving A Commitment, provided that the Swingline Lender shall not be obligated at any time to make any Swingline Loan if any Revolving A Lender is at that time a Defaulting Lender and after giving effect to any reallocation of the Participation Interest of such Defaulting Lender pursuant to Section 4.11(a)(iv), the Swingline Lender has any actual or potential Fronting Exposure with respect to such Defaulting Lender arising from the Swingline Loan proposed to be made, unless the Swingline Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Parent Borrower shall use or such Defaulting Lender to eliminate such Fronting Exposure. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Maturity Date. The proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECSused, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrowpart, all in accordance with the terms and conditions hereofto refund any prior Swingline Loan.

Swingline Loans. (ai) Subject to the terms and conditions hereofset forth herein, the each Swingline Lenders mayLender, in their sole discretionreliance on the agreements of the Revolving Credit Lenders set forth in this Section 2.01(c), agree agrees to make a portion of Swingline Loans to the credit otherwise available to a Borrower under the Commitments Borrowers in Dollars from time to time on any Business Day during the Commitment Period by making swing line loans (“Revolving Availability Period, in an aggregate principal amount not to exceed at any time outstanding such Lender’s Swingline Loans”) to such BorrowerSublimit; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans ifthat, after giving effect to the making of such any Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsLoan, (iiA) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Revolving Credit Loans, LC Exposure and Swingline Loans made to it would shall not exceed the Borrowing Base B Limit, Aggregate Maximum Revolving Credit Amount and (vB) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that sum of the aggregate principal amount of all Customer outstanding Revolving Credit Exposures made to it would exceed Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate principal amount of all Non-Customer outstanding Swingline Loans shall not exceed such Lender’s Maximum Revolving Credit Exposures made to it would exceed Amount and (C) the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total principal amount of all Firm Revolving Credit Exposures made to it would outstanding Swingline Loans shall not exceed the aggregate Pledged Eligible Asset Loan Values of Swingline Commitment. Within the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow foregoing limits and repay Swingline Loans in whole or in part 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 by a Swingline Lender, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Swingline Lender a participation in such Swingline Loan in an amount equal to such Revolving Credit Lender’s Revolving Credit Percentage Share of the amount of such Swingline Loan. All Borrowers shall be jointly and severally liable as borrowers for all Swingline Loans regardless of which Borrower delivers a notice of borrowing or receives the proceeds thereof.

Swingline Loans. (a) 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 a 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 such Borrower; provided that Lender, (i) no Borrower shall 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) no Borrower shall 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, further, 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 a Borrower to by the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.Lenders

Swingline Loans. (ai) Subject to The Swingline Lender (other than the MXN Swingline Lender and the French Swingline Lender) agrees, on the terms and subject to the conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise Revolving A Commitment available to a the Parent Borrower under the Commitments from time to time during prior to the Commitment Period Swingline Maturity Date by making swing line loans (“Swingline Loans”) Loans denominated in Dollars, Sterling or Euros to such the Parent Borrower; provided , in each case in an aggregate principal amount at any time outstanding that will not result in (i) no the aggregate principal amount of the Swingline Loans made by the Swingline Lender outstanding at any one time exceeding the Swingline Commitment, (ii) with regard to each Revolving A Lender individually (other than the Swingline Lender in its capacity as such), such Revolving Credit Lender’s Revolving A Credit Exposure exceeding such Revolving Credit Lender’s Revolving A Commitment, or (iii) with regard to the Revolving A Lenders collectively, the Aggregate Revolving A Credit Exposure plus the outstanding principal amount of all French Swingline Loans and MXN Swingline Loans exceeding the Aggregate Revolving A Commitment, provided that the Swingline Lender shall not be obligated at any time to make any Swingline Loan if any Revolving A Lender is at that time a Defaulting Lender and after giving effect to any reallocation of the Participation Interest of such Defaulting Lender pursuant to Section 4.11(a)(iv), the Swingline Lender has any actual or potential Fronting Exposure with respect to such Defaulting Lender arising from the Swingline Loan proposed to be made, unless the Swingline Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Parent Borrower shall use or such Defaulting Lender to eliminate such Fronting Exposure. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Maturity Date. The proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECSused, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrowpart, all in accordance with the terms and conditions hereofto refund any prior Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders may, Lender may (in their its sole discretion) make swingline loans (individually, agree a “Swingline Loan” and collectively, the “Swingline Loans”) to make a portion of the credit otherwise available to a Borrower under the Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; in accordance with the procedures set forth in this Section 2.04, provided that (i) no Borrower the aggregate principal amount of all Swingline Loans shall use not exceed $5.0 million (the proceeds of “Swingline Sublimit”) at any Swingline Loan to refinance or repay any outstanding Swingline Loan and one time outstanding, (ii) no Borrower shall 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 Commitments would be less than zero; provided, further, 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 Exposure then outstanding exceeding the Total CommitmentsRevolving Commitments then in effect, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, and (iii) Borrowing Base A in no event may Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing which shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.04 may be borrowed by either repaid and, up to but excluding the Revolving-2 Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no shall give the Administrative Agent notice of any Swingline Loan that is a requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 a.m. on the requested Borrowing Base B Loan Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall be made to KECS to promptly notify the extent that the aggregate principal amount Swingline Lender of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures such borrowing. Not later than 2:00 p.m. 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 Administrative Agent’s Office in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower identified in the most recent Notice of Account Designation with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to it would exceed finance the aggregate Pledged Eligible Asset Loan Values reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Customer Pledged Eligible Assets, (viIssuing Bank) no Swingline Loan that is a Non-Customer Loan and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be made to KECS to the extent that the aggregate in a minimum principal amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values $500,000 or an integral multiple of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day $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, a Borrower may borrow and repay 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 each Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of Swingline Loans to the credit otherwise available to a Borrower under Company and the Commitments Borrowing Subsidiaries from time to time during the Commitment Extended Availability Period by making swing line loans (“Swingline Loans”) to such Borrower; provided in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B the outstanding Swingline Loans made to it would exceed exceeding $400,000,000, (ii) the Borrowing Base B Limitaggregate principal amount of outstanding Swingline Loans of any Swingline Lender exceeding the Swingline Commitment of such Swingline Lender, (iii) the Revolving Credit Exposure of any Lender exceeding its Commitment, (iv) the Aggregate Exposure exceeding the Aggregate Commitment, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values sum of the Customer Pledged Eligible AssetsSwingline Exposure attributable to Swingline Loans maturing after the Non-Extended Maturity Date, the Competitive Loans maturing after the Non-Extended Maturity Date and the LC Exposure attributable to Letters of Credit expiring after the Non-Extended Maturity Date exceeding the sum of the Extended Commitments or (vi) in the case of any extension of any Maturity Date pursuant to Section 2.09(d), the sum of the Swingline Exposure attributable to Swingline Loans maturing after any Existing Maturity Date, the Competitive Loans maturing after such Existing Maturity Date and the LC Exposure attributable to Letters of Credit expiring after such Existing Maturity Date exceeding the sum of the Commitments that shall have been extended to a date after the latest maturity date of such Swingline Loans and such Competitive Loans and the latest expiration date of such Letters of Credit; provided that no Swingline Loan that is a Non-Customer Loan Lender shall be made required to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no make a Swingline Loan that is a Firm Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay 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. 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 Swingline Loans as required.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender agrees to (i) make Swingline Loans (“Company Swingline Loans”) in U.S. Dollars to the Company on behalf of the Domestic Tranche Lenders mayor the Global Tranche Lenders, (ii) make Swingline Loans (“Foreign Swingline Loans”) in U.S. Dollars, Sterling or Euro to the U.K. Borrower, the German Borrowers or the Dutch Borrower on behalf of the Global Tranche Lenders and (iii) make Swingline Loans (“Canadian Swingline Loans” and, together with the Company Swingline Loans and the Foreign Swingline Loans, the “Swingline Loans”) in Canadian Dollars or U.S. Dollars to the Canadian Borrower on behalf of the Global Tranche Lenders, in their sole discretioneach case, agree to make a portion of the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Availability Period by so long as the making swing line loans (“of any such Swingline Loans”) to such Borrower; provided that Loan will not result in (i) no Borrower shall use the proceeds U.S. Dollar Amount of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would exceed exceeding 20% of the Borrowing Base B LimitAggregate Commitment, (vii) no the U.S. Dollar Amount of the aggregate principal amount of the sum of outstanding Company Swingline Loans plus outstanding Canadian Swingline Loans exceeding 10% of the Aggregate Commitment or (iii) the failure to satisfy the Revolving Exposure Limitations; provided that the Swingline Lender shall not be required to make a Swingline Loan that is a Customer Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay 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 Borrower Representative shall notify the Administrative Agent of such request (x) in the case of Company Swingline Loans or Canadian Swingline Loans, by telephone (confirmed by facsimile) or (y) in writing, in each case, not later than 11:00 a.m., Local Time, on the day of a proposed Swingline Loan. Each such notice (whether by telephone or written) shall be irrevocable and shall specify (i) the Borrower requesting such Swingline Loan, (ii) the requested date (which shall be a Business Day) of such Swingline Loan, (iii) in the case of a Foreign Swingline Loan or a Canadian Swingline Loan, the requested currency of such Swingline Loan and (iv) the amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower Representative. The Swingline Lender shall make each Swingline Loan available to the Borrowers 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., Local Time, on the requested date of such Swingline Loan. Each Company Swingline Loan shall be an ABR Loan, each Foreign Swingline Loan shall be an Overnight LIBO Rate Loan and each Canadian Swingline Loan shall be a Canadian Base Rate Loan (if such Canadian Swingline Loan is denominated in Canadian Dollars) or ABR Loan (if such Canadian Swingline Loan is denominated in U.S. Dollars). In addition, the Company hereby authorizes the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 1:00 p.m., Chicago time, on each Business Day, make available to the Company by means of a credit to the Funding Account, the proceeds of a Company Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Company a Company 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 Company 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.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the each Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of Swingline Loans to the credit otherwise available to a Borrower under Company and the Commitments Borrowing Subsidiaries from time to time during the Commitment Availability Period by making swing line loans (“Swingline Loans”) to such Borrower; provided in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of the outstanding Swingline Loans exceeding $400,000,000, (ii) the aggregate principal amount of outstanding Swingline Loans of any Swingline Lender exceeding the Swingline Commitment of such Swingline Lender, (iii) the Revolving Credit Exposure of any Lender exceeding its Commitment, (iv) the sum of the Total Exposures of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, Lenders exceeding the sum of the Commitments of all the Lenders or (v) the sum of the Swingline Exposure attributable to Swingline Loans maturing after any Existing Maturity Date, the LC Exposure attributable to Letters of Credit expiring after such Existing Maturity Date and the Competitive Loans maturing after such Existing Maturity Date exceeding the sum of the Commitments that shall have been extended to a date after the latest maturity date of such Swingline Loans and such Competitive Loans and the latest expiration date of such Letters of Credit; provided that no Swingline Loan that is a Customer Loan Lender shall be made required to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no make a Swingline Loan that is a Non-Customer Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay 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. 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 Swingline Loans as required.

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 Swingline Loans to the credit otherwise available to a 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 Applicable Percentage of the outstanding amount of Loans and LC Obligations of the Lender acting as Swingline Lender, may exceed the amount of such BorrowerLender’s Commitment; provided provided, that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would does not exceed the Borrowing Base B LimitAggregate Commitments, and (vii) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate outstanding amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the outstanding amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values LC Obligations, plus such Lender’s Applicable Percentage of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate outstanding amount of all Non-Customer Revolving Credit Exposures made to it would Swingline Loans does not exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assetssuch Lender’s Commitment; provided further that Borrowing Base B Loans may the Swingline Lender will not be borrowed on make a Swingline Loan from and after the date which is one (1) day after it has received irrevocable written notice from the Borrower or any day Lender that one or more of the applicable conditions to Credit Extensions specified in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during Section 4.02 is not then satisfied until such period. During the Commitment Period, a Borrower may borrow and repay Swingline Loans in whole 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) 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. (ai) Subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time on any Business Day during the period from the date hereof to but excluding the Facility Termination Date in the aggregate principal outstanding amount not to exceed the Swingline Sublimit; provided that after giving effect to such Swingline Loan, the Dollar Amount of the Aggregate Outstanding Credit Exposure at any time shall not exceed the Aggregate Commitment, and provided further that at no time shall the Dollar Amount of the Aggregate Outstanding Credit Exposure of the Swingline Lender exceed the Aggregate Commitment of such Lender. Swingline Loans may be denominated in any Agreed Currency; provided that the Swingline Lender is only obligated to make Swingline Loans available in Dollars. The Swingline Lender may make Swingline Loans available in other Agreed Currencies in its sole discretion and if any such Swingline Loans are made available in other Agreed Currencies, such Swingline Loans shall be deemed to utilize 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 the Dollar Amount of each Swingline Loan for purposes of determining the amount of Loans required to be made by such Lender. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers may borrow under this Section 2.1(b), repay and reborrow at any time prior to the Facility Termination Date. All Swingline Lenders may, in their sole discretion, agree Loans shall bear interest at the Base Rate plus the Applicable Margin for Floating Rate Loans or such other rate as shall be agreed between the relevant Borrower and the Swingline Lender with respect to make a portion any Swingline Loan at the time such Swingline Loan is made. The Company shall repay each Swingline Loan on the earlier to occur of the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use the proceeds of any date ten (10) Business Days after such Swingline Loan to refinance or repay any outstanding is made, if requested by the Administrative Agent on behalf of the Swingline Loan Lender, and (ii) no the Facility Termination Date. If any Swingline Loan is not repaid by the relevant Borrower shall requeston the date when due, and each Lender will make a Floating Rate Loan the proceeds of which will be used to repay 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day as described 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofSection 2.1(b)(ii).

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 a 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 Borrower in an aggregate principal amount at any time outstanding that will not result in (i) to 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 BorrowerSwingline Lender exceeding the lesser of (A) the Revolving Commitment of such Swingline Lender (in its capacity as a Revolving Lender) and (B) the Swingline Commitment of such Swingline 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) no Borrower the Swingline Lender shall use the proceeds of any not be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan and (iiB) no Borrower shall 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, further, 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 terms and conditions set forth herein, the aggregate unpaid principal Borrower may borrow, 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 Lender to make the ratable portion of a Swingline Loan to be made by such other Swingline Lender on the date of any Swingline Loan. (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone, not later than 12:00 noon, New York City time, on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic imaging to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the requested date (which shall be a Business Day) and amount of all Loans would exceed the Total Commitments, (ii) no requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lenders of any such notice received from the Borrower. Each Swingline Lender shall make its ratable portion of the requested Swingline Loan that is available to the Borrower by means of a Borrowing Base A credit to an account of the Borrower maintained with the Administrative Agent for such purpose (or, in the case of a Swingline Loan shall be made to a Borrower finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank or, to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans Revolving Lenders have made payments pursuant to Section 2.05(e) to reimburse such Issuing Bank, to such Borrower would exceed Revolving Lenders and such Issuing Bank as their interests may appear) by 3:00 p.m., New York City time, on the Borrowing Base A Limit applicable to requested date of such Borrower, Swingline Loan. (iiic) Borrowing Base A Loans Any Swingline Lender may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS written notice given to the extent that Administrative Agent not later than 12:00 noon, New York City time, on any Business Day require the aggregate principal amount Revolving Lenders to acquire participations on such Business Day in all or a portion of all Borrowing Base B its Swingline Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan outstanding. Such notice shall be made to KECS to the extent that specify the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or in part Swingline Loans. Each Revolving Lender hereby absolutely and reborrowunconditionally agrees, all in accordance with upon receipt of notice as provided above, to pay to the terms and conditions hereof.Administrative Agent, for the account of the

Swingline Loans. (a) Subject to the terms and conditions of this Agreement, in addition to the Revolving Credit Loans provided for in Section 2.01(b) hereof, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion loans ("Swingline Loans") to each of the credit otherwise available to a Borrower under the Commitments from time to time Revolving Credit Borrowers during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use Revolving Credit Borrowing Period. During the proceeds of any Swingline Loan to refinance or Revolving Credit Borrowing Period, the Revolving Credit Borrowers may borrow, repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such reborrow Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, further, 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 a Borrower to the extent provided that the aggregate unpaid principal amount sum of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iiix) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Revolving Credit Loans made to it would exceed the Borrowing Base B Limit(including all Swingline Loans), (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that together with the aggregate amount of all Customer Revolving Letter of Credit Exposures made to it would Liabilities plus (y) the Reserved Commitments, shall not at any time exceed the aggregate Pledged Eligible Asset Loan Values amount of the Customer Pledged Eligible Assets, (vi) no Revolving Credit Commitments nor shall the aggregate principal amount of all Swingline Loan that is a Non-Customer Loan Loans exceed $20,000,000. All Swingline Loans shall be made only as Base Rate Loans and may not be made as or Converted into Eurodollar Loans. Upon demand by the Swingline Lender through the Administrative Agent, each other Lender having a Revolving Credit Commitment shall purchase from the Swingline Lender, and the Swingline Lender shall sell and assign to KECS each other such Lender, such other Lender's Revolving Credit Commitment Percentage of each outstanding Swingline Loan (and related claims for accrued and unpaid interest thereon) made by such Swingline Lender, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swingline Lender by deposit to the Administrative Agent's Account, in same day funds, an amount equal to the sum of (x) the portion of the outstanding principal amount of such Swingline Loans to be purchased by such Lender plus (y) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Swingline Loans. Each Lender's obligations to make such payments to the Administrative Agent for account of the Swingline Lender under this paragraph, and the Swingline Lender's right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Lender to make its payment under this paragraph, the financial condition of any Obligor, the existence of any Default, the failure of any of the conditions set forth in Section 7 hereof to be satisfied, or the termination of all or any of the Commitments. Each such payment to the Swingline Lender shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender agrees to purchase its Revolving Credit Commitment Percentage of such outstanding Swingline Loans on (x) the Business Day on which demand therefor is made by such Swingline Lender, provided that notice of such demand is given not later than 12:00 noon New York City time on such Business Day or (y) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swingline Lender to any other Lender of a portion of the Swingline Lender's Swingline Loans, the Swingline Lender represents and warrants to such other Lender that the Swingline Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swingline Loan. If and to the extent that any Lender shall not have so made the aggregate amount of all Non-Customer Revolving Credit Exposures made such Swingline Loan available to it would exceed the aggregate Pledged Eligible Asset Loan Values Administrative Agent, such Xxxxxx agrees to pay to the Administrative Agent for the account of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that Lender forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swingline Lender until the date such amount is a Firm Loan shall be made to KECS paid to the extent that Administrative Agent, at the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofFederal Funds Rate.

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 a 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 such Borrower; provided that (i) no Borrower shall 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)) no Borrower shall requestnot to NY cbsfive-year_amdt2_Part_002.htm i 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, further, 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 a Borrower 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 made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the in a minimum aggregate principal amount of all Borrowing Base B Loans made $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to it would exceed the Borrowing Base B Limit, (v) no remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan that is a Customer Loan shall to be made by it available to KECS any Swingline Borrower by means of a credit to the extent that general deposit account of such Swingline Borrower with the aggregate amount Administrative Agent or a wire transfer, at the expense of all Customer such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans on or after the Effective Date and prior to the Revolving Credit Exposures made to it would exceed Maturity Date (or such earlier date on which the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan Commitments shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all 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 hereofset forth herein, the each Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of Swingline Loans denominated in US Dollars to the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans Availability Period, in an aggregate principal amount at any time outstanding that will not result in (“i) the aggregate principal amount of the outstanding Swingline Loans of such Swingline Lender exceeding its Swingline Commitment, (ii) such Swingline Lender’s US Dollar Tranche Revolving Exposure exceeding its US Dollar Tranche Revolving Commitment, (iii) the aggregate US Dollar Tranche Revolving Exposures exceeding the aggregate US Dollar Tranche Revolving Commitments, (iv) the sum of the total Revolving Exposures plus the total Competitive Loan Exposures exceeding the total Revolving Commitments or (v) in the event the Revolving Maturity Date shall have been extended as provided in Section 2.10(d), (A) the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Revolving Maturity Date exceeding the total US Dollar Tranche Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans or (B) the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date, the Competitive Loan Exposure attributable to Competitive Loans maturing after such Existing Revolving Maturity Date and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Revolving Maturity Date exceeding the total Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Competitive Loans and such Swingline Loans”) to such Borrower; provided that (i1) no Borrower Swingline Lender shall use the proceeds of any be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan and (ii2) no Borrower shall 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, further, that (i) no 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 made to a Borrower to the extent that the aggregate unpaid principal amount consisting of all Borrowing Base A Swingline Loans made to such Borrower would exceed by the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all Lenders ratably in accordance with their Swingline Commitments. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, the Borrower may borrow, 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 Swingline Loans as required.

Swingline Loans. (a) The Swingline. Subject to the terms and conditions hereofset forth herein, the Swingline Lenders mayLender, in their sole discretion, agree to make a portion reliance upon the agreements of the credit otherwise available other Lenders set forth in this Section 2.18, may in its sole discretion make loans to Borrower (each such loan, a Borrower under “Swingline Loan”). Each such Swingline Loan may be made, subject to the Commitments terms and conditions set forth herein, to Borrower, in dollars, from time to time on any Business Day during the Revolving Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Commitment Period by making swing line loans (“or the Swingline Lender’s Swingline Lender Commitment, notwithstanding the fact that such Swingline Loans”, when aggregated with the Pro Rata Revolving Percentage of the outstanding amount of Revolving Loans and LC Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, that, () after giving effect to any Swingline Loan, () the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments at such Borrower; provided that time, and (i) no the Revolving Exposure of any Revolving Lender at such time shall not exceed such Lender’s Revolving Commitment, () Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan Loan, and (ii) no Borrower the Swingline Lender shall requestnot be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect subject to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the other terms and conditions hereof, Borrower may borrow under this Section 2.18, prepay under Section 2.10(a), and reborrow under this Section 2.18. 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 Pro Rata Revolving Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders may, Lender may (in their its sole discretion) make swingline loans (individually, agree a “Swingline Loan” and collectively, the “Swingline Loans”) to make a portion of the credit otherwise available to a Borrower under the Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; in accordance with the procedures set forth in this Section 2.04, provided that (i) no Borrower the aggregate principal amount of all Swingline Loans shall use not exceed $5.0 million (the proceeds of “Swingline Sublimit”) at any Swingline Loan to refinance or repay any outstanding Swingline Loan and one time outstanding, (ii) no Borrower shall 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 Commitments would be less than zero; provided, further, 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 Exposure then outstanding exceeding the Total CommitmentsRevolving Commitments then in effect, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, and (iii) Borrowing Base A in no event may Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing which shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.04 may be borrowed by either repaid and, up to but excluding the Revolving Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no shall give the Administrative Agent notice of any Swingline Loan that is a requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 a.m. on the requested Borrowing Base B Loan Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall be made to KECS to promptly notify the extent that the aggregate principal amount Swingline Lender of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures such borrowing. Not later than 2:00 p.m. 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 Administrative Agent’s Office in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower identified in the most recent Notice of Account Designation with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to it would exceed finance the aggregate Pledged Eligible Asset Loan Values reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Customer Pledged Eligible Assets, (viIssuing Bank) no Swingline Loan that is a Non-Customer Loan and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be made to KECS to the extent that the aggregate in a minimum principal amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values $500,000 or an integral multiple of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day $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, a Borrower may borrow and repay 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 hereof, the U.S. Swingline Lenders may, in their sole discretion, agree Lender agrees to make U.S. Swingline loans in Dollars (individually, a portion of “U.S. Swingline Loan” and collectively, the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“U.S. Swingline Loans”) to such Borrowerthe U.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) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B U.S. Swingline Loans made to it would shall not exceed $150.0 million (the Borrowing Base B Limit“U.S. Swingline Sublimit”) at any one time outstanding, (vii) no the principal amount of any borrowing of U.S. Swingline Loan that is a Customer Loan shall be made to KECS to the extent that Loans may not exceed the aggregate amount of all Customer the U.S. Available Revolving Credit Exposures made of all U.S. Revolving Lenders immediately prior to it would exceed such borrowing or result in the aggregate Pledged Eligible Asset Loan Values of Revolving Credit Outstandings under all Revolving Facilities then outstanding exceeding the Customer Pledged Eligible AssetsRevolving Commitments then in effect under all Revolving Facilities, (viiii) in no event may U.S. Swingline Loan Loans be borrowed hereunder if a Default shall have occurred and be continuing and (iv) the U.S. Swingline Lender shall not be obligated to make U.S. Swingline Loans if any U.S. Revolving Lender is then a Defaulting Lender, unless the U.S. Swingline Lender is satisfied that is a Nonthe related exposure will be 100% covered by the U.S. Revolving Commitments of non-Customer Defaulting Lenders and participating interests in any such newly made U.S. Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.04(n) (and Defaulting Lenders shall not participate therein). Amounts borrowed under this Section 2.03 may be repaid and, up to but excluding the Revolving Credit Termination Date for the latest maturing U.S. Revolving Commitments under the U.S. Revolving Facility, reborrowed. All U.S. Swingline Loans shall at all times be Base Rate Loans. The U.S. Borrower shall give the U.S. Swingline Lender and the Agent notice of any U.S. Swingline Loan requested hereunder (which notice must be received by the U.S. Swingline Lender and the Agent prior to 1:00 p.m., New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, (B) the requested Borrowing Date and (C) the account or accounts in to which the proceeds of such U.S. Swingline Loans are to be deposited. Not later than 3:00 p.m., New York City time, on the Borrowing Date specified in such notice, the U.S. Swingline Lender shall make such U.S. Swingline Loan available to the Agent for the account of the U.S. Borrower at the Agent’s Office in funds immediately available to the Agent. Amounts so received by the Agent will promptly be made available to the U.S. Borrower by the Agent crediting the account of the U.S. Borrower on the books of such office with the amount made available to the Agent by the U.S. Swingline Lender (or, in the case of a U.S. Swingline Loan made to KECS finance the reimbursement of a Revolving LC Disbursement as provided in Section 2.04(e), by remittance to the extent that Issuing Bank) and in like funds as received by the aggregate Agent. Each Borrowing of U.S. Swingline Loans pursuant to this Section 2.03 shall be in a minimum principal amount of all Non-Customer Revolving Credit Exposures made $500,000 or an integral multiple of $100,000 in excess thereof. Subject to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof, the Canadian Swingline Lender agrees to make swingline loans in Canadian Dollars (individually, a “Canadian Swingline Loan” and collectively, the “Canadian Swingline Loans”) to the Canadian Borrower from time to time following the Amendment No. 3 Effective Date and prior to the Revolving Credit Termination Date for the Canadian Revolving Facility in accordance with the procedures set forth in this Section 2.03; provided that (i) the aggregate principal amount of all Canadian Swingline Loans shall not exceed the Dollar Equivalent of $10.0 million (the “Canadian Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of Canadian Swingline Loans may not exceed the aggregate amount of the Canadian Revolving Available Credit of all Canadian Revolving Lenders immediately prior to such borrowing or result in the Revolving Credit Outstandings under all Revolving Facilities then outstanding exceeding the Revolving Commitments then in effect under all Revolving Facilities, (iii) in no event may Canadian Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing and (iv) the Canadian Swingline Lender shall not be obligated to make Canadian Swingline Loans if any Canadian Revolving Lender is then a Defaulting Lender, unless the Canadian Swingline Lender shall be satisfied that the related exposure will be 100% covered by the Canadian Revolving Commitments of the non-Defaulting Lender and participating interests in any such newly made Canadian Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.04(n) (and Defaulting Lenders shall not participate therein). Amounts borrowed under this Section 2.03 may be repaid and, up to but excluding the Revolving Credit Termination Date for the Canadian Revolving Facility, reborrowed. All Canadian Swingline Loans shall at all times be Canadian Base Rate Loans. The Canadian Borrower shall give the Canadian Swingline Lender and the Agent notice of any Canadian Swingline Loan requested hereunder (which notice must be received by the Canadian Swingline Lender and the Agent prior to 1:00 p.m., New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, (B) the requested Borrowing Date and (C) the account or accounts in to which the proceeds of such Swingline Loans are to be deposited. Not later than 3:00 p.m., New York City time, on the Borrowing Date specified in such notice, the Canadian Swingline Lender shall make such Canadian Swingline Loan available to the Agent for the account of the Canadian Borrower at the Agent’s Office in funds immediately available to the Agent. Amounts so received by the Agent will promptly be made available to the Canadian Borrower by the Agent crediting the account of the Canadian Borrower on the books of such office with the amount made available to the Agent by the Canadian Swingline Lender (or, in the case of a Canadian 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 pursuant to this Section 2.03 shall be in a minimum principal amount of C$500,000 or an integral multiple of C$100,000 in excess thereof.

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 a 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 such Borrower; provided make Swingline Loans to the Borrowers, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would exceed exceeding the Borrowing Base B LimitDollar Equivalent of the Swingline Lender’s Swingline Commitment, (vii) no the Dollar Equivalent of any Lender’s Revolving Exposure exceeding its Commitment, or (iii) the Aggregate Revolving Exposures exceeding the aggregate Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan that is a Customer Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower Representative shall submit a written notice to the Administrative Agent by email as a PDF document or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not later than noon, Chicago 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 Lender of any such notice received from the Borrower Representative. The Swingline Lender shall make each Swingline Loan available to the Borrowers, to the extent the Swingline Lender elects to make such Swingline Loan 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., Chicago time, on the requested date of such Swingline Loan. (b) The Swingline Lender may by written notice given to the Administrative Agent require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the 36

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 Swingline Loans to the credit otherwise available Canadian Borrower in Canadian Dollars or US Dollars, or, through its US Lending Office, to a Borrower under the Commitments US Borrowers in US Dollars 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 to each such Borrower; provided Borrower that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all outstanding Swingline Loans would exceed to the Total CommitmentsCanadian Borrower exceeding Cdn$10,000,000, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would exceed the Borrowing Base B LimitUS Borrowers exceeding the Equivalent Amount in US Dollars of Cdn$10,000,000, or (viii) no the sum of the total Revolving Exposures exceeding the lesser of the total Revolving Commitments and Availability; provided that the Swingline Lender shall not be required to make a Swingline Loan that is a Customer Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay 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 Borrowers shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 11:00 a.m., Vancouver 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 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 CREDIT AGREEMENT 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., Vancouver time, on the requested date of such Swingline Loan.

Swingline Loans. Each Borrowing of Swingline Loans shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (ai) Subject the amount to be borrowed, which shall be a minimum principal amount of $250,000 and integral multiples of $100,000 in excess thereof, (ii) whether the Swingline Loans requested shall consist of Base Rate Loans, Daily LIBOR Swingline Loans or a combination thereof and, (iii) the requested borrowing date, which shall be a Business Day and (iv) the total aggregate amount of Perfected Liquid Securities on such date, together with such back-up information as reasonably requested by the Administrative Agent. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Notice of Swingline Loan Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Notice of Swingline Loan Borrowing, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of Swingline Loan Borrowing and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 1:00 p.m. on the date of the proposed Borrowing of Swingline Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.1(b), or (B) that one or more of the applicable conditions specified in Section 5 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lenders mayLender will, not later than 1:30 p.m. on the borrowing date specified in their sole discretionsuch Notice of Swingline Loan Borrowing, agree to make a portion the amount of the credit otherwise its Swingline Loan available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay 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 each Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of Swingline Loans denominated in US Dollars to the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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 sum of the Available Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made to total US Dollar Tranche Revolving Exposures exceeding the extent the aggregate unpaid principal amount of all Loans would exceed the Total total US Dollar Tranche Revolving Commitments, (ii) no Swingline the sum of the total Revolving Exposures plus the total Competitive Loan that is a Borrowing Base A Loan shall be made to a Borrower to Exposures exceeding the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, total Revolving Commitments or (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECSin the event the Revolving Maturity Date shall have been extended as provided in Section 2.10(d), (ivA) the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Revolving Maturity Date exceeding the total US Dollar Tranche Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans or (B) the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date, the Competitive Loan Exposure attributable to Competitive Loans maturing after such Existing Revolving Maturity Date and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Revolving Maturity Date exceeding the total Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Competitive Loans and such Swingline Loans; provided that no Swingline Loan that is Lender shall make a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. The Borrower may request any Swingline Loan from one or more of the Swingline Lenders, subject only to the limitation that the outstanding Swingline Loans of any Swingline Lender shall at no time exceed its Swingline Commitment. The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the Swingline Commitment of each Swingline Lender are several and no Swingline Lender shall be responsible for any other Swingline Lender’s failure to make Swingline Loans as required.

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 a the Borrower under the Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans (“Swingline Loans”) to such Borrowerin accordance with the procedures set forth in this Section 2.05; provided that (i) no Borrower the aggregate principal amount of all Swingline Loans shall use the proceeds of not exceed $15.0 million at any Swingline Loan to refinance or repay any outstanding Swingline Loan and one time outstanding, (ii) no Borrower shall 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, further, 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 CommitmentsRevolving Credit Commitments then in effect, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, and (iii) Borrowing Base A in no event may Swingline Loans be borrowed hereunder if (x) a Default or Event of Default or Event of Termination shall have occurred and be continuing and (y) such Default or Event of Default or Event of Termination shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.05 may be borrowed by either repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no shall give the Administrative Agent notice of any Swingline Loan that is a 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 Base B Loan Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall be made to KECS to promptly notify the extent that the aggregate principal amount Swingline Lender of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures 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 the Borrower at the office of the Administrative Agent set forth in Section 10.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the 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 it would exceed finance the aggregate Pledged Eligible Asset Loan Values reimbursement of an LC Disbursement as provided in Section 2.07(e), by remittance to the Customer Pledged Eligible Assets, (viIssuing Bank) no Swingline Loan that is a Non-Customer Loan and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.05 shall be made to KECS to the extent that the aggregate in a minimum principal amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values $500,000 or an integral multiple of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day $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, a Borrower may borrow and repay 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 hereof, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make swingline loans (each, a portion of “Swingline Loan” and collectively, the credit otherwise available “Swingline Loans”) to a Borrower under the Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans (“Swingline Loans”) to such Borrowerin accordance with the procedures set forth in this Section 2.04; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Swingline Loans made to it would shall not exceed $25,000,000 (the Borrowing Base B Limit“Swingline Sublimit”) at any one time outstanding, (vii) no the principal amount of any borrowing of Swingline Loan that is a Customer Loan shall be made to KECS to the extent that Loans may not exceed the aggregate amount of all Customer the then Available Revolving Credit Exposures made Commitments immediately prior to it would exceed such borrowing or result in the aggregate Pledged Eligible Asset Loan Values Total Revolving Credit Exposure then outstanding exceeding the Total Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Loans be borrowed hereunder if a Default shall have occurred and be continuing. Amounts borrowed under this Section 2.04 may be repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. Borrower shall give the Administrative Agent notice of the Customer Pledged Eligible Assets, (vi) no any Swingline Loan that is a Non-Customer Loan requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, on the requested Borrowing Date) specifying the amount to be borrowed and the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall be made to KECS to promptly notify the extent that Swingline Lender of the aggregate amount of all Non-Customer Revolving Credit Exposures 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 New York office of the Administrative Agent specified in Section 9.01 in Dollars immediately available to the Administrative Agent. Amounts so received by the Administrative Agent shall promptly be made available to Borrower by the Administrative Agent crediting the account of 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 it would exceed finance the aggregate Pledged Eligible Asset Loan Values reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Non-Customer Pledged Eligible Assets Issuing Bank) and (vii) no Swingline Loan that is a Firm Loan in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be made to KECS to the extent that the total in a minimum principal amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values $500,000 or an integral multiple of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day $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, a Borrower may borrow and repay 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 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 Swingline Loans in Dollars to the credit otherwise available to a Borrower under the Commitments US BorrowersBorrower 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, (“w) the Swingline Loans”) Lender shall not be required to such Borrower; provided that (i) no Borrower shall use the proceeds of make any Swingline Loan to refinance or repay any outstanding Swingline Loan and Loan, (iix) no Borrower shall 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, furtheror 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 Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Commitments, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that in each case so long as the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would not exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made Commitment after giving effect to KECS such Swingline Loan. Within the foregoing limits and subject to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with 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 hereof, the Swingline Lenders mayLender, in their sole discretionreliance on the agreements of the Revolving Lenders set forth in this Section 2.4, agree agrees to make loans (each such loan, a portion of the credit otherwise available “Swingline Loan”) to a any Borrower under the Commitments from time to time on any Business Day during the Commitment Period by making swing line loans (“period from the Closing Date until the Swingline Maturity Date in an aggregate 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 Revolving Loans and L/C Obligations of the Revolving Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, that (x) after giving effect to such Borrower; provided that any Swingline Loan, (i) no the Aggregate Revolving Credit Exposure shall not exceed the aggregate Revolving Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (y) such Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan Loan, and (iiz) no Borrower shall request, and the Swingline Lenders Lender shall not make, be under any obligation to make any Swingline Loans ifLoan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, after giving effect to the or by making of such Swingline LoansLoan, may have, Fronting Exposure. Within the aggregate amount of the Available Commitments would be less than zero; provided, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, each Borrower may borrow, prepay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof, including without limitation Section 2.14., 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 but not exceeding, the lesser (such lesser amount beginbeing referred to make as the “Swingline Availability” of a portion given Swingline Lender) of the credit otherwise available to a Borrower under the Commitments (i) $100,000,000, as such amount may be reduced from time to time during in accordance with the terms hereof and (ii) the unused Commitment Period of such Swingline Lender in its capacity as a Lender minus the aggregate outstanding principal amount of Loans of such Swingline Lender in its capacity as a Lender. If at any time the aggregate principal amount of the Swingline Loans made by making swing line loans (“a Swingline Loans”) Lender outstanding at such time exceeds the Swingline Availability of such Swingline Lender in effect at such time, the Borrower shall immediately pay the Administrative Agent for the account of such Swingline Lender the amount of such excess. The borrowing of a Swingline Loan shall constitute usage of the Commitments, in an amount equal to such Borrower; provided that (i) no Borrower shall use for each Lender other than the proceeds Swingline Lender making such Swingline Loan, each such Lender’s Commitment Percentage, multiplied by the outstanding amount of any Swingline Loan to refinance or repay any outstanding such Swingline Loan and (ii) no Borrower shall requestfor the applicable Swingline Lender making such Swingline Loan, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making outstanding amount of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made Loan. 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofof this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans 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 Swingline Loans to the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made exceeding $10,000,000 or (ii) the sum of the Aggregate Revolving Exposures exceeding the lesser of the aggregate Revolving Commitments and Availability; provided that the Swingline Lender shall not be required to it would exceed the Borrowing Base B Limit, (v) no make a Swingline Loan that is a Customer Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, the Borrower may borrow, 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 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. 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 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 3:00 p.m., New York City time, on the requested date of such Swingline Loan. In addition, the Borrower hereby authorizes the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 2:00 p.m., New York City time, on each Business Day, make available to the Borrower by means of a credit to the Funding Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Borrower 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 Borrower 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.

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 Swingline Loans to the credit otherwise available to a 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 Applicable Percentage of the outstanding amount of Loans and LC Obligations of the Lender acting as Swingline Lender, may exceed the amount of such BorrowerLender’s Revolving Credit Loan Commitment; provided provided, that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would does not exceed the Borrowing Base B LimitAggregate Revolving Credit Loan Commitments, and (vii) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate outstanding amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the outstanding amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values LC Obligations, plus such Lender’s Applicable Percentage of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate outstanding amount of all Non-Customer Swingline Loans does not exceed such Lender’s Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible AssetsCommitment; provided further that Borrowing Base B Loans may the Swingline Lender will not be borrowed on make a Swingline Loan from and after the date which is one (1) day after it has received irrevocable written notice from the Borrower or any day Lender that one or more of the applicable conditions to Credit Extensions specified in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during Section 4.02 is not then satisfied until such period. During the Commitment Period, a Borrower may borrow and repay Swingline Loans in whole 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) 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 Lenders may, in their sole discretion, agree Lender agrees to make a portion of Swingline Loans to the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made exceeding $15,000,000 or (ii) the sum of the total Revolving Exposures exceeding the Maximum Availability; provided that the Swingline Lender shall not be required to it would exceed the Borrowing Base B Limit, (v) no make a Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no refinance an outstanding Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible AssetsLoan; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on obligated to make any day in Swingline Loan at any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during time when any Lender is at such periodtime a Defaulting Lender or Deteriorating Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender. During Within the Commitment Period, a Borrower may borrow foregoing limits and repay Swingline Loans in whole or in part and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the ABL Administrative Agent of such request in writing (delivered by hand or facsimile), not later than 1:00 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. All Swingline Loans shall be Base Rate Borrowings. The ABL 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 the case of repayment of another Loan or fees or expenses as provided by Section 2.10(b), by remittance to the ABL Administrative Agent to be distributed to the Lenders) by 2:00 p.m., New York time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders may, in their sole discretion, agree Bank severally agrees to make a portion of the credit otherwise Aggregate Revolving Credit Commitment available to the Company by making swingline loans (individually, a Borrower under "Swingline Loan"; collectively, the Commitments from time "Swingline Loans") to time the Company on any Business Day during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use period from the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect Closing Date to the making of Revolving Credit Termination Date in accordance with the procedures set forth in this Section in an aggregate principal amount at any one time outstanding not to exceed $25,000,000, notwithstanding the fact that such Swingline Loans, when aggregated with the aggregate Swingline Bank's outstanding Loans, may exceed the Swingline Bank's Revolving Credit Commitment (the amount of such commitment of the Available Commitments would Swingline Bank to make Swingline Loans to the Company pursuant to this subsection 2.10(a), as the same shall be less than zeroreduced pursuant to subsection 2.7(b) or as a result of any assignment pursuant to Section 11.8, the Swingline Bank's "Swingline Commitment"); provided, further, that at no time shall (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount Effective Amount of all Revolving Loans, Swingline Loans would and L/C Obligations exceed the Total CommitmentsAggregate Revolving Credit Commitment, or (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount Effective Amount of all Borrowing Base A Swingline Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such BorrowerSwingline Commitment. Additionally, (iii) Borrowing Base A no more than four Swingline Loans may be borrowed by either Borrower outstanding at any one time. Within the foregoing limits, and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS subject to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the other terms and conditions hereof, the Company may borrow under this subsection 2.10(a), prepay pursuant to subsection 2.6 and reborrow pursuant to this subsection 2.10(a).

Swingline Loans. 107 (a) Subject The Swingline Lender agrees, on the terms set forth herein, on same-day notice, to advance Swingline Loans to the Borrower, with an aggregate outstanding principal amount not to exceed the Swingline Sublimit from time to time through the fifth (5th) Business Day prior to the Maturity Date; provided, however, that (x) after giving effect to any Borrowing of Swingline Loans, the Total Revolving Credit Outstandings shall not exceed the aggregate Revolving Credit Commitments, (y) the Revolving Credit Exposure of any Revolving Lender would exceed such Xxxxxx’s Pro Rata Share of the Revolving Credit Commitments and (z) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Whenever the Borrower desires a Swingline Loan, the Borrower shall give the Swingline Lender and Administrative Agent a Committed Loan Notice. Such notice must be received by the Swingline Lender no later than 1:00 p.m. (or such later time as the Swingline Lender may agree in its reasonable discretion) (New York City time) on the requested funding date, which shall be a Business Day. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing (1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso above, or (2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lenders mayLender will, not later than 3:00 p.m. on the borrowing date specified in their sole discretionsuch Committed Loan Notice, agree make the amount of its Swingline Loan available to make a portion the Borrower at its office by crediting the account of the credit otherwise Borrower on the books of the Swingline Lender in immediately available funds. Each Swingline Loan shall constitute a Revolving Credit Loan for all purposes, except that payments thereon shall be made to the Swingline Lender. The obligation of the Borrower to repay Swingline Loans shall be evidenced by the records of the Administrative Agent and the Swingline Lender and need not be evidenced by any promissory note. The Borrower acknowledges that in the event that a Borrower under reallocation of the Commitments from time Swingline Exposure of a Defaulting Lender pursuant to time during Section 2.17 does not fully cover the Commitment Period by making swing line loans (“Swingline Loans”) to Exposure of such Borrower; provided that Defaulting Lender, the Swingline Lender (i) no may require the Borrower shall use the proceeds to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of any Swingline Loan to refinance or repay any each outstanding Swingline Loan and (ii) will have no Borrower shall requestobligation to issue new Swingline Loans, and or to extend, renew or amend existing Swingline Loans, to the Swingline Lenders shall not make, extent any further Fronting Exposure in respect of Swingline Loans ifwould result therefrom, after giving effect to unless such remaining Fronting Exposure is Cash Collateralized. 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 Loans, Loan in an amount equal to the aggregate product of such Revolving Lender’s Pro Rata Share times the amount of the Available Commitments would be less than zero; provided, further, that such Swingline Loan. (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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.b)

Swingline Loans. (a) Subject to The Swingline Lender agrees, on the terms and conditions hereofset forth in this Agreement, the Swingline Lenders may, in their sole discretion, agree to make a portion of Swingline Loans to the credit otherwise available Borrower pursuant to a Borrower under the Commitments this Section 2.03 from time to time on any Business Day during the period from the Effective Date until the Revolving-2 Advance Commitment Period by making swing line loans Termination Date in amounts such that (“x) the aggregate principal amount of Swingline Loans”Loans at any one time outstanding shall not exceed the Swingline Commitment and (y) to at the time such Borrower; provided that Swingline Loan is made, the sum of (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, Revolving Advances at such time plus (vii) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, Lenders’ Swingline Exposure at such time plus (viiii) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would Lenders’ LC Exposure at such time outstanding shall not exceed the aggregate Pledged Eligible Asset Loan Values amount of all Revolving Lenders’ Revolving Advance Commitments. Upon the making of each Swingline Loan, and without further action on the part of the Non-Customer Pledged Eligible Assets and Swingline Lender or any other Person, each Revolving Lender (viiother than the Swingline Lender) no Swingline Loan that is a Firm Loan shall be made deemed to KECS have irrevocably purchased, to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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 Periodits Percentage, a Borrower may borrow participation interest in such Swingline Loan, and repay such Revolving Lender shall, to the extent of its Revolving Percentage, be responsible for reimbursing within one Business Day the Swingline Lender for Swingline Loans in whole or in part and reborrow, all that have not been reimbursed by the Borrower in accordance with the terms of this Agreement. Each Swingline Loan shall be in a principal amount of at least $1,000,000 or any larger multiple of $1,000,000. All Swingline Loans shall be made as Base Rate Advances. Within the foregoing limits, the Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07(b), or to the extent permitted by Section 2.12(c), prepay Swingline Loans and conditions hereofreborrow under this Section 2.03.

Swingline Loans. (a) Subject to On the terms and subject to the conditions hereofand relying upon the representations and warranties herein set forth, the each Swingline Lenders mayLender agrees severally and not jointly, in their sole discretion, agree to make a portion of the credit otherwise available to a Borrower under the Commitments at any time and from time to time during from and including the Restatement Date to but excluding the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments, in accordance with the terms hereof, to make Swingline Loans to the Borrower in an aggregate principal amount at any time outstanding not to exceed such Swingline Lender's Swingline Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that Percentage of the lesser of (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan $30,000,000 and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, difference between (A) the aggregate amount of the Available Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Revolving Credit Commitments, as the same may have been reduced from time to time pursuant to Section 2.09, at such time and (iiB) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount sum of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iiiI) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Revolving Loans made to it would exceed outstanding at such time and (II) the Borrowing Base B Limit, (v) no LC/BA Exposure at such time. Each Swingline Loan will be made by the Swingline Lenders ratably in accordance with their respective Swingline Commitment Percentages (it being understood that is a Customer neither Swingline Lender shall be responsible for the failure of the other Swingline Lender to make any Swingline Loan required to be made by such other Swingline Lender). Each Swingline Loan shall be made to KECS in a principal amount that is an integral multiple of $500,000. Each Swingline Lender shall make its portion of each Swingline Loan available to the extent that Borrower by means of a credit to the aggregate amount general deposit account of all Customer the Borrower with such Swingline Lender by 3:00 p.m. on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below. Within the limits set forth in the first sentence of this paragraph, the Borrower may borrow, pay or prepay and reborrow Swingline Loans on or after the Restatement Date and prior to the Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed Maturity Date on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and subject to the conditions hereofand limitations set forth herein.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the each Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of Swingline Loans denominated in US Dollars to the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans Availability Period, in an aggregate principal amount at any time outstanding that will not result in (“i) the aggregate principal amount of the outstanding Swingline Loans of such Swingline Lender exceeding its Swingline Commitment, (ii) such Swingline Lender’s US Dollar Tranche Revolving Exposure exceeding its US Dollar Tranche Revolving Commitment, (iii) the Aggregate US Dollar Tranche Revolving Exposure exceeding the aggregate US Dollar Tranche Revolving Commitments, (iv) the sum of the Aggregate Revolving Exposure plus the total Competitive Loan Exposures exceeding the total Revolving Commitments or (v) in the event the Revolving Maturity Date shall have been extended as provided in Section 2.10(d), (A) the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Revolving Maturity Date exceeding the total US Dollar Tranche Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans or (B) the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date, the Competitive Loan Exposure attributable to Competitive Loans maturing after such Existing Revolving Maturity Date and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Revolving Maturity Date exceeding the total Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Competitive Loans and such Swingline Loans”) to such Borrower; provided that (i1) no Borrower Swingline Lender shall use the proceeds of any be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan and (ii2) no Borrower shall 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, further, that (i) no 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 made to a Borrower to the extent that the aggregate unpaid principal amount consisting of all Borrowing Base A Swingline Loans made to such Borrower would exceed by the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all Lenders ratably in accordance with their Swingline Commitments. Within the foregoing limits and subject to the terms and conditions hereofset forth herein, the Borrower may borrow, 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 Swingline Loans as required.

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 combined Revolving Credit Commitments available to a the Borrower under the Commitments from time to time during the Commitment Period by making swing line swingline loans (“individually, a "Swingline Loan"; collectively, the "Swingline Loans”") to such Borrower; provided that (i) no the Borrower shall use on any Business Day from the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect Closing Date to the making of Revolving Termination Date in accordance with the procedures set forth in this Section in an aggregate principal amount at any one time outstanding not to exceed $8,000,000, notwithstanding the fact that such Swingline Loans, when aggregated with the aggregate Swingline Lender's outstanding Revolving Credit Loans, may exceed the Swingline Lender's Revolving Credit Commitment (the amount of such commitment of the Available Commitments would Swingline Lender to make Swingline Loans to the Borrower pursuant to this subsection 2.17(a), as the same shall be less than zeroreduced pursuant to subsection 2.7(d) or as a result of any assignment pursuant to Section 11.8 is referred to herein as the Swingline Lender's "Swingline Commitment"); provided, that at no time shall (i) the sum of the Effective Amount of all Swingline Loans, plus the Effective Amount of all Revolving Credit Loans, plus the Effective Amount of all L/C Obligations exceed the combined Revolving Credit Commitments, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment; and provided, further, that (i) no the Swingline Loan Commitment is a part of the combined Revolving Credit Commitments, rather than a separate, independent commitment. Except as otherwise provided in subsection 2.9(c), all Swingline Loans shall be made at all times bear interest at a rate per annum equal to the extent Base Rate plus the aggregate unpaid principal amount of all Loans would exceed Applicable Margin for Base Rate Loans. Within the Total Commitmentsforegoing limits, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower and subject to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the other terms and conditions hereof, the Borrower may borrow under this subsection 2.17(a), prepay pursuant to Section 2.6, and reborrow pursuant to this subsection 2.17(a).

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 Swingline Loans to the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made exceeding $10,000,000 or (ii) the sum of the total Revolving Exposures exceeding the Maximum Availability; provided that the Swingline Lender shall not be required to it would exceed the Borrowing Base B Limit, (v) no make a Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no refinance an outstanding Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible AssetsLoan; provided further that Borrowing Base B Loans may the Swingline Lender shall not be borrowed on obligated to make any day in Swingline Loan at any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during time when any Lender is at such periodtime a Defaulting Lender or Deteriorating Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender. During Within the Commitment Period, a Borrower may borrow foregoing limits and repay Swingline Loans in whole or in part and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the ABL Administrative Agent of such request by telephone (confirmed by facsimile), not later than 1:00 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. All Swingline Loans shall be Base Rate Borrowings. The ABL 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 the case of repayment of another Loan or fees or expenses as provided by Section 2.10(b), by remittance to the ABL Administrative Agent to be distributed to the Lenders) by 2:00 p.m., New York time, on the requested date of such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, to the extent that there is more than one Lender (not including any Affiliate of any such Lender) at any time, the Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of Swingline Loans to the credit otherwise available to a US Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would exceed exceeding US$7,500,000, (ii) the aggregate US Credit Exposures exceeding the aggregate US Commitments or (iii) the aggregate Credit Exposures exceeding the lesser of the aggregate Commitments and the Borrowing Base B Limit, (v) no Base; provided that the Swingline Lender shall not be required to make a Swingline Loan that is a Customer Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, the US Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the US Borrower shall notify the US 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. The US Administrative Agent will promptly advise the Swingline Lender of any such notice received from the US Borrower. The Swingline Lender shall make each Swingline Loan available to the US Borrower by means of a credit to the US Borrower Funding Account (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.07(e), by remittance to the Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.19(c), by remittance to the US Administrative Agent to be distributed to the US Lenders) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. In addition, the US Borrower hereby authorizes the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 1:00 p.m., New York City time, on each Business Day, make available to the US Borrower by means of a credit to the US Borrower 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 US Administrative Agent).

Swingline Loans. (a) Subject to On the terms and subject to the conditions hereofand relying upon the representations and warranties herein set forth, the Swingline Lenders mayLender agrees, in their sole discretion, agree to make a portion of the credit otherwise available to a Borrower under the Commitments at any time and from time to time during from and including the Commitment Period by making swing line loans Closing Date to but excluding the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments, in accordance with the terms hereof, to make Swingline Loans (“Swingline Loans”which shall be ABR Borrowings) to such Borrower; provided that the Borrower in an aggregate principal amount at any time outstanding not to exceed the lesser of (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan $5,000,000 and (ii) no Borrower the difference between (A) the lesser of (I) the aggregate Revolving Credit Commitments, as the same may be reduced from time to time pursuant to Section 2.09, at such time and (II) the LC Exposure at such time. Each Lender's Revolving Credit Commitment shall request, and be deemed utilized by an amount equal to such Lender's pro rata share (based upon the Swingline Lenders shall not make, any Swingline Loans if, after giving effect percentage that such Lender's Revolving Credit Commitment bears to the making of such Swingline Loans, the aggregate amount of the Available Revolving Loan Commitments would on such date) of each Swingline Loan. Immediately upon the making of each Swingline Loan, the Swingline Lender shall be less than zero; provideddeemed to have sold and transferred to each Lender, furtherand each Lender shall be deemed to have purchased and received from the Swingline Lender, that in each case irrevocably and without any further action by any party, an undivided interest and participation in such Swingline Loan and the Obligations of the Borrower under this Agreement in respect thereof in an amount equal to the pro rata share (idetermined as aforesaid) no of such Swingline Loan. Each Swingline Loan shall be made to the extent the aggregate unpaid in a principal amount of all Loans would exceed the Total Commitments, (ii) no Swingline Loan that is a Borrowing Base A Loan an integral multiple of $500,000 and shall be made to a Borrower available to the extent that Borrower by means of a credit to the aggregate unpaid principal amount general deposit account of all Borrowing Base A Loans made to the Borrower by 3:00 p.m. on the date such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall requested to be made pursuant to KECS paragraph (b) below. Within the limits set forth in the first sentence of this paragraph, the Borrower may borrow, pay or prepay and reborrow Swingline Loans on or after the Closing Date and prior to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed Maturity Date on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and subject to the conditions hereofand limitations set forth herein.

Swingline Loans. (a) Subject to the terms and conditions hereof, including without limitation Section 2.14., 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 but not exceeding, the least (such least amount being referred to make as the “Swingline Availability” of a portion given Swingline Lender) of the credit otherwise available to a Borrower under the Commitments (i) $100,000,000, as such amount may be reduced from time to time during in accordance with the terms hereof, (ii) the difference of (A) the Commitment Period by making swing line loans of such Swingline Lender in its capacity as a Lender minus (“B) the aggregate outstanding principal amount of Loans and outstanding Swingline Loans”, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Lender, and (iii) upon and following satisfaction of the Initial Mortgage Collateral Requirement, the difference of (A) such Swingline Lender’s Commitment Percentage of the then Net Collateral Property Availability (in its capacity as a Lender) minus (B) the aggregate outstanding principal amount of the Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Lender. If at any time the aggregate principal amount of the Swingline Loans made by a Swingline Lender outstanding at such time exceeds the Swingline Availability of such Swingline Lender in effect at such time, the Borrower shall immediately pay the Administrative Agent for the account of such Swingline Lender the amount of such excess. The borrowing of a Swingline Loan shall constitute usage of the Commitments, in an amount equal to such Borrower; provided that (i) no Borrower shall use for each Lender other than the proceeds Swingline Lender making such Swingline Loan, each such Lender’s Commitment Percentage, multiplied by the outstanding amount of any Swingline Loan to refinance or repay any outstanding such Swingline Loan and (ii) no Borrower shall requestfor the applicable Swingline Lender making such Swingline Loan, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making outstanding amount of such Swingline LoansLoan. Subject to the terms and conditions of this Agreement, the aggregate amount of Borrower may borrow, repay and reborrow Swingline Loans hereunder. Notwithstanding anything herein to the Available Commitments would contrary, (x) Swingline Loans that are repaid or prepaid, in whole or in part, may not be less than zero; providedreborrowed, further, that and (iy) 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to on or after the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofFifth Amendment Effective Date.

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 a Borrower under the Commitments Borrowers from time to time during the Commitment Availability Period by making swing line loans (“Swingline Loans”) to such Borrower; provided in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all outstanding Swingline Loans exceeding $45,000,000, (ii) the Total Revolving Exposures exceeding the lesser of the Total Revolving Commitments and the Borrowing Base B Base, or (iii) the sum of (x) the aggregate principal amount of outstanding Swingline Loans made to it would exceed the Borrowing Base B Limitby such Swingline Lender, (vy) no the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect; provided that the Swingline Lender shall not be required to make a Swingline Loan that is to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. To request a Customer Loan Swingline Loan, the Borrower Agent shall notify the 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 made to KECS 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 Lender of any such notice received from the Borrower Agent. The Swingline Lender shall make each Swingline Loan available to the extent that the aggregate amount Borrowers by means of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS credit to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole 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 and upon the terms and conditions hereofherein set forth, the Swingline Lenders mayLender in its individual capacity agrees, in their sole discretion, agree to make a portion of the credit otherwise available to a Borrower under the Commitments at any time and from time to time during on and after the Commitment Period by making swing line Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (“each a "Swingline Loan" and, collectively, the "Swingline Loans”") to the Borrower by way of overdraft on an account maintained by the Borrower with the Swingline Lender (and designated as such Borrower; provided that by the Borrower and Swingline Lender), which Swingline Loans (i) no Borrower shall use the proceeds of any Swingline Loan to refinance be (A) Prime Rate Loans, if denominated in Cdn. Dollars or repay any outstanding Swingline Loan and (B) U.S. Base Rate Loans, if denominated in U.S. Dollars, (ii) no Borrower shall request, and not exceed at any time the Swingline Lenders Commitment, (iii) shall not makeresult in the total amount of all Accommodations made available by the Swingline Lender at any time exceeding the Swingline Lender's Revolving Commitment at such time, any Swingline Loans if(iv) shall not, after giving effect thereto and to the making application of such Swingline Loansthe proceeds thereof, exceed in the aggregate amount of at any time outstanding the Available Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitmentsof, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made when added to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed Accommodations then outstanding at such time, the Borrowing Base B Limit, total sum of all Revolving Commitments then in effect and (v) no may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Loan that is a Customer Maturity Date, each outstanding Swingline Loan shall be repaid in full. In the event that the Swingline Loans are not repaid in full on the occurrence of a Swingline Repayment Event, the Swingline Lender shall promptly notify the Administrative Agent of such non-payment and the outstanding principal amount of the Swingline Loans and the amount of accrued and unpaid interest thereon (the aggregate of such amounts of principal and interest being the "Outstanding Swingline Amount") and the Administrative Agent shall, in turn, promptly notify each Lender of the Outstanding Swingline Amount and the amount of its Loan in respect thereof, and each Lender shall be irrevocably obligated to make Loans to the Borrower in the amount of such Lender's Pro Rata Share of the Outstanding Swingline Amount by 12:00 (noon) (Toronto time) on the Business Day of such notice from the Administrative Agent (if given prior to 10:30 a.m. (Toronto time) on such Business Day; otherwise, by 12:00 (noon) (Toronto time) on the Business Day next following the Business Day of such notice) by making the amount of such Loan available to the Administrative Agent at its Payment Branch. Such Loans shall be made without regard to KECS the minimum amount restriction imposed under any other provision of this Agreement. The Administrative Agent shall use the proceeds of such Loans solely for the purpose of reimbursing the Swingline Lender for the Outstanding Swingline Amount. Each Lender's obligation to make the Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, any Credit Party or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Credit Party; (iv) the acceleration or maturity of any Accommodations or the termination of any Revolving Commitment after the making of any Swingline Loan; (v) any breach of any Credit Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. So long as the Swingline Lender continues to be a Lender, each of the Lenders agrees to indemnify and save harmless the Swingline Lender on a rateable basis against all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Swingline Lender in any way related to or arising out of any Swingline Loan made by the Swingline Lender (except for any such liabilities to the extent that they result from the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values gross negligence or wilful misconduct of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofLender).

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 loans to the Borrower (each such loan, a portion of the credit otherwise available to a Borrower under the Commitments “Swingline Loan”) from time to time during the Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000 and (ii) the aggregate Revolving Credit Exposures exceeding the aggregate Commitments (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Available Borrowing Base and (z) the Aggregate Elected Commitment Period by making swing line loans (“Swingline Loans”) to such BorrowerAmounts); provided that (ix) no Borrower the Swingline Lender shall use the proceeds of any not be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan and (iiy) no Borrower shall request, and the Swingline Lenders Lender 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, further, 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 make a Swingline Loan that is a Borrowing Base A Loan would result in the total outstanding amount of such Lender’s Loans to exceed such Lender’s Commitment. The Borrower shall be made to a Borrower pay to the extent that Administrative Agent, for the account of the Swingline Lender or each Lender, as applicable, pursuant to this Section 2.09, the outstanding aggregate principal and accrued and unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no interest under each Swingline Loan that is a Borrowing Base B Loan shall be made no later than seven (7) Business Days following such Swingline Borrowing. Within the foregoing limits and subject to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow amounts under the subfacility for Swingline Loans provided for in this Section 2.09, provided that, for the avoidance of doubt, in no event may the Borrower continue or convert a 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 a Borrower under the Commitments at any time and from time to time during on and after the Merger Date and until LAW2:13233 34 29 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 such Borrower; provided that Lender, (i) no Borrower shall use to make available to Westinghouse Swingline Loans ("Quoted Swingline Loans") on the proceeds basis of any quoted interest rates (each, a "Quoted Swingline Loan Rate") furnished by such Swingline Lender from time to refinance or repay any outstanding Swingline Loan time in its discretion to Westinghouse (through the Administrative Agent) and accepted by Westinghouse in its discretion and (ii) no Borrower shall request, and to make Swingline Loans ("ABR Swingline Loans") to Westinghouse bearing interest at a rate equal to the Alternate Base Rate plus the Applicable Margin in an aggregate principal amount (in the case of this clause (ii)) not to exceed such Swingline Lenders shall not make, Lender's Swingline Commitment. The aggregate outstanding principal amount of the Quoted Swingline Loans of any Swingline Loans ifLender, after giving effect when added to the making 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, further, 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 a Borrower 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 made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the in a minimum aggregate principal amount of all Borrowing Base B Loans made $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to it would exceed the Borrowing Base B Limit, (v) no remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan that is a Customer Loan shall to be made by it available to KECS Westinghouse by means of a credit to the extent that general deposit account of Westinghouse with the aggregate amount Administrative Agent or a wire transfer, at the expense of all Customer Westinghouse, to an account designated in writing by Westinghouse, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Westinghouse may borrow, prepay and reborrow Swingline Loans on or after the Merger Date and prior to the Revolving Credit Exposures made to it would exceed Maturity Date (or such earlier date on which the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan Commitments shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all 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 hereofset forth herein, the theeach Swingline Lenders Lender may, in their its sole discretion,agrees, agree severally, to make a portion of Swingline Loans in U.S. Dollars to the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds Swingline Exposure exceeding the Swingline Commitment or, (ii) the Revolving Facility Exposure of any Swingline Lender exceeding such Swingline Lender’s respective Revolving Facility Commitment or (iii) the Revolving Facility Exposure plus the face amount of letters of credit issued under Section 6.01(s) exceeding the total Revolving Facility Commitments; provided, that the Swingline LenderLenders shall not be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan and (ii) no Borrower shall requestBorrowing and, and to the extent that any HPS Lender is a Swingline Lenders Lender, such Swingline Lender shall not make, be required to fund any Swingline Loans ifuntil receipt of corresponding loans under the Natixis Swingline Agreement. Each Swingline Borrowing shall be in an amount that is an integral multiple of an amount to be agreed between the Borrower and Swingline Lenderthe Borrowing Multiple, after giving effect and not less than an amount to be agreed between the Borrower and Swingline Lenderthe Borrowing Minimum. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, 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 by causing a Third Party Swingline Lender to make such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofLoan.

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders may, in their sole discretion, agree Lender severally agrees to make a portion of the credit otherwise Revolving Commitment Amount available to a the Revolving Borrower under the Commitments from time to time during the Commitment Period by making swing line swingline loans (“Swingline Loans”individually, a "SWINGLINE LOAN"; collectively, the "SWINGLINE LOANS") to such Borrower; provided that (i) no the Revolving Borrower shall use the proceeds of on any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect Business Day prior to the making of Revolving Commitment Termination Date in accordance with the procedures set forth in this Section in an aggregate principal amount at any one time outstanding not to exceed $20,000,000, notwithstanding the fact that such Swingline Loans, when aggregated with the aggregate Swingline Lender's outstanding Committed Loans, may exceed the Swingline Lender's Commitment (the amount of such commitment of the Available Commitments would Swingline Lender to make Swingline Loans to the Revolving Borrower pursuant to this SUBSECTION 2.7(a), as the same shall be less than zeroreduced pursuant to SUBSECTION 2.2.1) or as a result of any assignment pursuant to SECTION 11.11.1, the Swingline Lender's "SWINGLINE COMMITMENT"); provided, furtherPROVIDED, that at no time shall (i) no Swingline Loan shall be made to the extent sum of the aggregate unpaid outstanding principal amount of all Swingline Loans would exceed PLUS the Total Commitments, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid outstanding principal amount of all Borrowing Base A Committed Loans made to such Borrower would and Bid Loans PLUS the Letter of Credit Outstandings exceed the Borrowing Base A Limit applicable to such BorrowerRevolving Commitment Amount, or (iiiii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate outstanding principal amount of all Borrowing Base B Swingline Loans made to it would exceed the Borrowing Base B LimitSwingline Commitment. Additionally, (v) no more than four Swingline Loan that is Loans may be outstanding at any one time, and except as otherwise provided in SECTION 3.2.2, all Swingline Loans shall at all times bear interest at a Customer Loan shall be made to KECS rate per annum equal to the extent that Alternate Base Rate unless otherwise agreed to by the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed Swingline Lender in its sole discretion. Within the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assetsforegoing limits, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS and subject to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the other terms and conditions hereof, the Revolving Borrower may borrow under this SUBSECTION 2.7(a), repay pursuant to SECTION 3.1 and reborrow pursuant to this SUBSECTION 2.7(a).

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders Lender may, in their its sole discretiondiscretion (subject to Section 2.14(b)), agree make swingline loans in Dollars or such other currency as may be agreed to make by the Administrative Agent (each such loan, a portion "Swingline Loan") to the Borrowers on any Business Day during the period from the Closing Date to the Commitment Termination Date in accordance with the procedures set forth in this Section 2.14 in an aggregate Dollar Equivalent principal amount at any one time outstanding not to exceed the lesser of (x) the aggregate available amount of the credit otherwise available to a Borrower under the Revolving Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (iiy) no Borrower shall request$60,000,000 (the "Swingline Commitment Amount"), and notwithstanding the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of fact that such Swingline Loans, when aggregated with the Swingline Lender's outstanding Revolving Loans and its Revolver Pro Rata Share of Letter of Credit Obligations, may exceed the Swingline Lender's Revolver Pro Rata Share of the aggregate amount of the Available Commitments would be less than zeroRevolving Commitments; provided, further, provided that at no time shall the sum of (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount Effective Amount of all outstanding Revolving Loans would (including for the purposes hereof Swingline Loans) plus (ii) the Effective Amount of all Letter of Credit Obligations exceed the Total CommitmentsRevolving Commitment Amount. Upon the approval of the Administrative Agent, (ii) no the Swingline Loan Commitment Amount may be subdivided, from time to time, into commitments of one or more specified branches of the Swingline Lender so that is a Borrowing Base A Loan shall Swingline Loans may be made available by the Swingline Lender through such branch in local currencies and at local times in an aggregate amount for such branch not to a Borrower to exceed its designated portion of the extent Swingline Commitment Amount, provided that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would subdivided commitments shall not exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS Commitment Amount. Subject to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets other terms and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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 hereof, a Borrower may borrow under this Section 2.14(a), prepay pursuant to Section 2.14(d) and repay reborrow pursuant to this Section 2.14(a) from time to time; provided that the Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofLender shall not be obligated to make any Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders Lender may, in their its sole discretion, agree to make a portion of the credit otherwise Revolving Credit Commitments available to the Company by making swingline loans (each such loan, a Borrower under "SWINGLINE LOAN") to the Commitments from time to time Company on any Business Day during the Commitment Period by making swing line loans (“Swingline Loans”) period from the Time of Merger to such Borrower; provided that the Revolving Credit Loan Maturity Date in accordance with the procedures set forth in this Section 2.5 in an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) no Borrower shall use the proceeds aggregate available amount of any Swingline Loan to refinance or repay any outstanding Swingline Loan and the Revolving Credit Commitments, (ii) no Borrower shall requestthe Borrowing Base and (iii) $25,000,000, and notwithstanding the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of fact that such Swingline Loans, when aggregated with the Swingline Lender's outstanding Revolving Credit Loans, may exceed the Swingline Lender's Revolving Credit Percentage of the aggregate amount of the Available Commitments would be less than zeroRevolving Credit Commitments; provided, further, provided that (iA) at no Swingline Loan time shall be made to the extent sum of the aggregate unpaid principal amount Effective Amount of all Swingline Loans, Revolving Credit Loans would and L/C Obligations exceed the Total Commitments, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer the Revolving Credit Exposures made Commitments, and (B) the aggregate Effective Amount of the Revolving Credit Loans owed to it would any Lender plus such Lender's Revolving Credit Percentage of the Effective Amount of all Swingline Loans plus such Lender's Revolving Credit Percentage of the Effective Amount of all L/C Obligations shall not exceed the aggregate Pledged Eligible Asset Loan Values lesser of (1) such Lender's Revolving Credit Commitment and (2) such Lender's Revolving Credit Percentage of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS Borrowing Base. Subject to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the other terms and conditions hereof., the Company may borrow under this Section 2.5(a), prepay pursuant to Section 2.5(d) and reborrow pursuant to this

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the each Swingline Lenders may, in their sole discretion, agree Lender agrees to make a portion of Swingline Loans to the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Availability Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect applicable to the making of such Swingline LoansRevolving Facility, the in an aggregate amount of the Available Commitments would be less than zero; provided, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would exceed exceeding the Borrowing Base B Limit, Swingline Commitment or (vy) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Loan that is a Customer Loan Lender shall be made required to KECS make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the extent that terms and conditions set forth herein, the aggregate amount of all Customer Borrower may borrow, prepay and reborrow Swingline Loans. From the Fifth Amendment Effective Date to the Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values Facility Maturity Date of the Customer Pledged Eligible AssetsOriginal Maturity Revolving Facility, (vi) no participations in Swingline Loan that is a Non-Customer Loan Loans shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all allocated in accordance with the terms aggregate Revolving Facility Commitment (including both the Original Maturity Revolving Facility Commitments and conditions hereofthe Extended Maturity Revolving Facility Commitments); provided that, notwithstanding the foregoing, participations in any Swingline Loans that are made on or after the tenth Business Day before the Revolving Facility Maturity Date shall be allocated to the Extended Maturity Revolving Facility Lenders ratably in accordance with their Extended Maturity Revolving Facility Commitments. On the Revolving Facility Maturity Date of the Original Maturity Revolving Facility, the pro rata share of the outstanding amount of Swingline Loans of each Original Maturity Revolving Facility Lender shall be reallocated to the Extended Maturity Revolving Facility Lenders ratably in accordance with their Extended Maturity Revolving Facility Commitments but in any case, only to the extent the sum of the pro rata share of the outstanding amount of Swingline Loans of the Original Maturity Revolving Facility Lenders and Extended Maturity Revolving Facility Lenders does not exceed the total Extended Maturity Revolving Facility Commitments. If the reallocation described in the preceding sentence cannot, or can only partially, be effected as a result of the limitations set forth herein, the Borrower shall within one Business Day, repay Swingline Loans the participation interests in which cannot be reallocated to Extended Maturity Revolving Facility Lenders pursuant to the prior sentence.

Swingline Loans. (a) 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 Swingline Loans in Dollars to the credit otherwise available to a Borrower under the Commitments Borrowers 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 such Borrowerexceed $5,000,000; provided that (i) no Borrower the Swingline Lender shall use the proceeds of not be required to make any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 (and any amount in excess of $100,000 shall be an integral multiple of $50,000) or such lesser amount as may be agreed by the Total CommitmentsSwingline Lender; provided that, (ii) no notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is a Borrowing Base A Loan shall be made to a Borrower (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 Loans made an LC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrowerterms and conditions set forth herein, (iii) Borrowing Base A Swingline Loans may be borrowed borrowed, prepaid and reborrowed. To request a Swingline Loan, the Borrowers shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no delivery of a written Swingline Loan that is Notice, appropriately completed and signed by a Borrowing Base B Responsible Officer of the Lead Borrower, not later than 1:00 p.m. on the day of a proposed Swingline Loan. The Swingline Lender shall make each Swingline Loan shall be made to KECS available to the extent that Borrowers on the aggregate principal amount same Business Day by means of all Borrowing Base B Loans made a credit to it would exceed the Borrowing Base B Limit, (v) no account designated in the related Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole Notice or in part and reborrow, all otherwise in accordance with the terms and conditions hereofinstructions of the Lead 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 Issuing Bank).

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 a the U.S. Borrower under the Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; in accordance with the procedures set forth in this Section 2.04, provided that (i) no Borrower the aggregate principal amount of all Swingline Loans shall use not exceed $10.0 million (the proceeds of "Swingline Sublime") at any Swingline Loan to refinance or repay any outstanding Swingline Loan and one time outstanding, (ii) no Borrower shall 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, further, 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 CommitmentsRevolving Credit Commitments then in effect, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, and (iii) Borrowing Base A in no event may Swingline Loans be borrowed hereunder if (A)(x) a Default or Event of Default or Event of Termination shall have occurred and be continuing and (y) such Default or Event of Default or Event of Termination shall not have been subsequently cured or waived or (B) after giving effect thereto, the Aggregate Revolving Credit Exposure would exceed $50.0 million prior to the time that at least $50.0 million has been borrowed under the Seller Loan Agreement. Amounts borrowed under this Section 2.04 may be borrowed by either repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans. The U.S. Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no shall give the Administrative Agent notice of any Swingline Loan that is a 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 Base B Loan Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall be made to KECS to promptly notify the extent that the aggregate principal amount Swingline Lender of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures 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 the U.S. Borrower at the office of the Administrative Agent set forth in Section 10.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the U.S. Borrower by the Administrative Agent crediting the account of the U.S. Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to it would exceed finance the aggregate Pledged Eligible Asset Loan Values reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Customer Pledged Eligible Assets, (viIssuing Bank) no Swingline Loan that is a Non-Customer Loan and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be made to KECS to the extent that the aggregate in a minimum principal amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values $500,000 or an integral multiple of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day $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, a Borrower may borrow and repay 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 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 a 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”) in Dollars 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 Borrower; provided that Swingline Borrower (ithrough the Administrative Agent) no and accepted by such Swingline Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan in its discretion and (ii) no Borrower shall request, and the to make Swingline Lenders shall not make, Loans (“ABR Swingline Loans”) in Dollars to any Swingline Loans ifBorrower bearing interest at a rate equal to the Alternate Base Rate plus the Applicable Margin in an aggregate principal amount (in the case of this clause (ii)) not to exceed such Swingline Lender’s Swingline Commitment; provided, 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, further, 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 a Borrower 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 made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the in a minimum aggregate principal amount of all Borrowing Base B Loans made $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to it would exceed the Borrowing Base B Limit, (v) no remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan that is a Customer Loan shall to be made by it available to KECS any Swingline Borrower by means of a credit to the extent that general deposit account of such Swingline Borrower with the aggregate amount Administrative Agent or a wire transfer, at the expense of all Customer such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans on or after the Effective Date and prior to the Revolving Credit Exposures made to it would exceed Maturity Date (or such earlier date on which the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan Commitments shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all terminate in accordance with herewith) on the terms and subject to the conditions hereofand limitations set forth herein.

Swingline Loans. The Borrower may borrow Swingline Loans under the Commitments during the Commitment Period on any Business Day, provided, that the Administrative Agent shall receive written or telegraphic notice from the Borrower on or before 2:00 p.m. New York City time on the day of the proposed Swingline Loan and the amount of such Borrowing (awhich shall be in a minimum amount of $1,000,000 and an integral multiple of $1,000,000). Each such notice shall be irrevocable and shall specify the requested borrowing date (which shall be a Business Day) Subject to and the terms and conditions hereofamount of the requested Swingline Loan. Not later than 3:00 p.m., New York City time, on the date specified in such notice for such Borrowing, the Swingline Lender shall provide to the Administrative Agent same day or immediately available funds covering the requested Swingline Loan. Upon fulfillment of the applicable conditions set forth in Section 5.2 with respect to such Swingline Loan, the Administrative Agent shall make available to the Borrower the proceeds of such Swingline Loan (to the extent received from the Swingline Lender) by wire transfer of such proceeds to such account(s) as the Borrower shall have specified in the Borrowing Request. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders may, to acquire participations on such Business Day in their sole discretion, agree to make all or a portion of the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Available Commitments would Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be less than zero; providedaffected by any circumstance whatsoever, furtherincluding the occurrence and continuance of a Default or reduction or termination of the Commitments, and that (i) no each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by providing to the Administrative Agent, same day or immediately available funds covering such Lender’s Applicable Percentage of such Swingline Loan or Loans. Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participation in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the aggregate Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. As to each Swingline Loan, on the earlier of (i) the Termination Date and (ii) the first date after such Swingline Loan is made that is the 15th day thereafter or last day of a calendar month and is at least two Business Days after such Swingline Loan is made, the Borrower shall repay to the Swingline Lender the then unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no such Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible AssetsLoan; provided further that Borrowing Base B Loans may not be borrowed on any day in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such period. During each date that a Revolving Loan is borrowed, the Commitment Period, a Borrower may borrow and shall repay all Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofthen outstanding.

Swingline Loans. (a) Subject to On the terms and subject to the conditions hereofand relying upon the representations and warranties herein set forth, the each Swingline Lenders mayLender agrees, in their sole discretion, agree to make a portion of the credit otherwise available to a Borrower under the Commitments at any time and from time to time during from and including the Commitment Period by making swing line loans Closing Date to but excluding the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments, in accordance with the terms hereof, to make Swingline Loans (“Swingline Loans”which shall be ABR Borrowings) to such Borrower; provided that the Borrower in an aggregate principal amount at any time outstanding (for both Swingline Lenders combined) not to exceed the lesser of (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan $10,000,000 and (ii) no Borrower shall requestthe difference between (A) the aggregate Revolving Credit Commitments, as the same may be reduced from time to time pursuant to Section 2.09, at such time and (B) the sum of the aggregate principal amount of Revolving Loans outstanding at such time and the LC Exposure at such time. Swingline Loan borrowings shall be made from the several Swingline Lenders ratably in proportion to their respective Swingline Commitments. Each Lender's Revolving Credit Commitment shall not make, any Swingline Loans if, after giving effect be deemed utilized by an amount equal to such Lender's pro rata share (based upon the making of percentage that such Swingline Loans, Lender's Revolving Credit Commitment bears to the aggregate amount of the Available Revolving Loan Commitments would be less than zero; providedon such date) of each Swingline Loan. Immediately upon the making of each Swingline Loan, further, the Swingline Lender that (i) no made such Swingline Loan shall be made deemed to have sold and transferred to each such Lender, and each such Lender shall be deemed to have purchased and received from such Swingline Lender, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Swingline Loan and the Obligations of the Borrower under this Agreement in respect thereof in an amount equal to such Lender's pro rata share (determined as aforesaid) of such Swingline Loan. Each borrowing of Swingline Loans shall be in a principal amount that is an integral multiple of $500,000. Within the limits set forth in the first sentence of this paragraph, the Borrower may borrow, pay or prepay and reborrow Swingline Loans on or after the Closing Date and prior 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed Maturity Date on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and subject to the conditions hereofand limitations set forth herein.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the (i) each Swingline Lenders mayDollar Lender, in their sole discretionreliance upon the agreement of the other Revolving Facility Lenders set forth in Section 2.04(c), agree agrees to make a portion of Swingline Dollar Loans to the credit otherwise available to a U.S. Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall requestAvailability Period, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, the in an aggregate amount of the Available Commitments would be less than zero; provided, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Dollar Loans made exceeding the Swingline Dollar Commitment or (y) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments and (ii) each Swingline Euro Lender, in reliance upon the agreement of the other Revolving Facility Lenders set forth in Section 2.04(c), agrees to it would exceed make Swingline Euro Loans to the Borrowing Base B LimitForeign Subsidiary Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (vx) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Euro Loans exceeding the Swingline Euro Commitment or (y) the sum of the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Loan that is a Customer Loan Lender shall be made required to KECS make a Swingline Loan to refinance an outstanding Swingline Dollar Borrowing or Swingline Euro Borrowing. Within the foregoing limits and subject to the extent that terms and conditions set forth herein, the aggregate amount Borrowers may borrow, prepay and reborrow Swingline Loans. Notwithstanding the foregoing, each Swingline Lender may (in its sole and absolute discretion) determine not to provide any Swingline Loans to any Borrower. Furthermore, before making any Swingline Loans (if at such time any Revolving Facility Lender is an Impacted Lender), the applicable Swingline Lender may condition the provision of all Customer Revolving Credit Exposures made any Swingline Loans on its receipt of cash collateral or similar security satisfactory to it would exceed such Swingline Lender (in its sole discretion) from either the aggregate Pledged Eligible Asset Loan Values U.S Borrower or such Impacted Lender in respect of such Impacted Lender’s risk participation in such Swingline Loans as set forth below. The U.S. Borrower and/or such Impacted Lender hereby grants to the Administrative Agent, for the benefit of the Customer Pledged Eligible AssetsSwingline Lender, (vi) no Swingline Loan that is a Non-Customer Loan security interest in all such cash collateral and all proceeds of the foregoing. Such cash collateral shall be made to KECS maintained in blocked deposit accounts at Bank of America and may be invested in Permitted Investments reasonably acceptable to the extent Administrative Agent. If at any time the Administrative Agent determines that any funds held as cash collateral under this paragraph are subject to any right or claim of any Person other than the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed Administrative Agent for the aggregate Pledged Eligible Asset Loan Values benefit of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent Lender or that the total amount of all Firm Revolving Credit Exposures made to it would exceed such funds is less than the aggregate Pledged Eligible Asset Loan Values risk participation of such Impacted Lender in the Firm Pledged Eligible Assets; applicable Swingline Loan, the U.S. Borrower and/or such Impacted Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as cash collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as cash collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Facility Lender that triggers the cash collateral requirement under this paragraph ceases to be an Impacted Lender (as determined by the Swingline Lender in good faith), or if the Swingline Commitments have been permanently reduced to zero, the funds held as cash collateral shall thereafter be returned to the Borrower or the Impacted Lender, whichever provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with funds for the terms and conditions hereofcash collateral.

Swingline Loans. (ai)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) Subject 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), not later than 1:00 p.m., New York City time, on each Business Day, make available to the Borrowers by means of a credit to the Funding Account, the proceeds of a Swingline Lenders mayLoan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, in their sole discretion, agree if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make a portion of the credit otherwise available to the Borrowers a Borrower under Swingline Loan in the Commitments from 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 time during the Commitment Period by making swing line loans (“contrary contained herein, The Swingline Loans”) to such Borrower; provided that Lender shall not make any Swingline Loan if (i) no Borrower at any time JPMCB shall use be the proceeds sole Lender hereunder of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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 LoansLoan). All Swingline Loans shall be ABR Borrowings. Borrower acknowledges that as of the Third Restatement Date, the aggregate amount outstanding balance of the Available Commitments would be less than zero; provided, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay 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 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 “Swingline Loan”) to the credit otherwise available to a 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 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 BorrowerLender’s Commitment; provided provided, however, that (i) no after giving effect to any Swingline Loan, (A) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments, and (B) each Lender’s aggregate Revolving Extensions of Credit shall not exceed such Lender’s Commitment, and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall requestLoan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may request Swingline Loans under this Section 2.5, prepay Swingline Loans under Section 2.7, and request to reborrow under this Section 2.5. Each Swingline Loan shall be an ABR Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lenders shall not makeLender a risk participation in such Swingline Loan in an amount equal to such Lender’s Percentage multiplied by the amount of such Swingline Loan. If at any time the Borrower has requested a Swingline Loan hereunder and any Lender is at such time an Impacted Lender hereunder, any Swingline Loans if, after giving effect then prior to the making of any such Swingline LoansLoan, the aggregate amount of Swingline Lender may, as a condition to making the Available Commitments would be less than zero; providedrequested Swingline Loan, further, that (i) no Swingline Loan shall be made enter into arrangements satisfactory to the extent Swingline Lender in its sole and absolute discretion with the aggregate unpaid principal amount of all Loans would exceed Borrower or such Impacted Lender to eliminate the Total Commitments, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made Lender’s risk with respect to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofImpacted Lender.

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 a 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 such Borrower; provided that Lender, (i) no Borrower shall 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) no Borrower shall request, and the to make Swingline Lenders shall not make, Loans ("ABR Swingline Loans") to any Swingline Loans ifBorrower bearing interest at a rate equal to the Alternate Base Rate in an aggregate principal amount (in the case of this clause (ii)) not to exceed such Swingline Lender's Swingline Commitment; provided, 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, further, 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 a Borrower 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 made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the in a minimum aggregate principal amount of all Borrowing Base B Loans made $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to it would exceed the Borrowing Base B Limit, (v) no remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan that is a Customer Loan shall to be made by it available to KECS any Swingline Borrower by means of a credit to the extent that general deposit account of such Swingline Borrower with the aggregate amount Administrative Agent or a wire transfer, at the expense of all Customer such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans on or after the Closing Date and prior to the Revolving Credit Exposures made to it would exceed Maturity Date (or such earlier date on which the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan Commitments shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all 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 mayLender, in their its sole discretion, agree may make loans (each a "Swingline Loan" and collectively, the "Swingline Loans") to make a portion of the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“period from and including the date of this Agreement and prior to the Termination Date, provided, however, that at no time shall the Swingline Loans”) to such Borrower; provided that Lender make a Swingline Loan if, immediately after giving effect thereto, (i) the aggregate outstanding principal amount of all Swingline Loans would exceed the Swingline Amount, or (ii) the aggregate outstanding principal amount of all Swingline Loans and the aggregate outstanding principal amount of all Primary Loans would exceed either (A) the Aggregate Commitment, or (B) the Borrowing Base. All Swingline Loans shall bear interest at the Swingline Rate. 1.5.2 Swingline Take-Out. By no later than 11:00 a.m., on (i) the last Business Day of each calendar week or (ii) any Business Day immediately succeeding any day upon which the Swingline Lender shall so demand, the Agent shall notify each Lender of the aggregate outstanding principal balance of the Swingline Loans as of the commencement of business of the Agent on such Business Day (the "Swing Line Obligations") and, subject only to its receipt of such notice and regardless of whether any Default shall have occurred and be continuing, whether the Commitments shall have been reduced or terminated or any other matter whatsoever, each Lender shall (i) make a loan to the Borrower shall use the proceeds in an amount equal to its Commitment Percentage of any Swingline Loan to refinance or repay any outstanding Swingline Loan such Swing Line Obligations, and (ii) no make the amount of such loan available to the Agent for the account of the Borrower shall requestat the Office not later than 1:00 p.m., and on such Business Day, in funds immediately available to the Agent at such office. The funds so made available to the Agent on such Business Day in respect of such loans will then be disbursed by the Agent directly to the Swingline Lenders shall not make, any Swingline Loans if, after giving effect Lender as payment in respect of the Swing Line Obligations. Notwithstanding anything to the making of such Swingline Loanscontrary contained in this Agreement, the aggregate amount of the Available Commitments would be less than zero; provided, further, 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 a Borrower to the extent that the aggregate unpaid principal amount Swingline Lender, in its capacity as a Lender hereunder, shall be required to fund its Commitment Percentage of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no any Swingline Loan that is a Borrowing Base B Loan take-out under this Section 2.4.2, the Swingline Lender and the Agent shall net out the funding thereof against the payments to be made to KECS to received by the extent that the aggregate principal amount Swingline Lender in respect of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Nonsuch take-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding on 30 days during such periodout. During the Commitment Period, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.1.5.3

Swingline Loans. (a) Subject to The Swingline Lender (other than the MXN Swingline Lender) agrees, on the terms and subject to the conditions hereofset forth herein, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise Revolving A Commitment available to a any Revolving A Borrower under the Commitments from time to time during prior to the Commitment Period Swingline Termination Date by making swing line loans (“Swingline Loans”) Loans denominated in Dollars, Sterling or Euros to such Borrower; provided , in each case in an aggregate principal amount at any time outstanding that will not result in (i) no the aggregate Dollar Equivalent of the Swingline Loans made by the Swingline Lender outstanding at any one time exceeding the Swingline Commitment, (ii) with regard to each Revolving A Lender individually (other than the Swingline Lender in its capacity as such), the Dollar Equivalent of such Lender’s Revolving A Credit Exposure exceeding such Lender’s Revolving A Commitment, or (iii) with regard to the Revolving A Lenders collectively, the Aggregate Revolving A Credit Exposure exceeding the Aggregate Revolving A Commitment, provided that the Swingline Lender shall not be obligated at any time to make any Swingline Loan if any Revolving A Lender is at that time a Defaulting Lender and after giving effect to any reallocation of the Participation Interest of such Defaulting Lender pursuant to Section 4.11.1(d), the Swingline Lender has any actual or potential Fronting Exposure with respect to such Defaulting Lender arising from the Swingline Loan proposed to be made, unless the Swingline Lender has entered into arrangements, including the delivery of cash collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Parent Borrower shall use or such Defaulting Lender to eliminate such Fronting Exposure. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Termination Date. The proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECSused, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrowpart, all in accordance with the terms and conditions hereofto refund any prior Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof, including without limitation Section 2.15., 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 but not exceeding, the lesser (such lesser amount being referred to make a portion of as the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”Availability” of a given Swingline Lender) to such Borrower; provided that of (i) no $18,750,000, (ii) the difference of (A) the commitment of such Swingline Lender in its capacity as a Revolving Lender minus (B) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit - 50 - Liabilities of such Swingline Lender in its capacity as a Revolving Lender, and (iii) upon and following satisfaction of the Initial Mortgage Collateral Requirement, the difference of (A) such Swingline Lender’s Revolving Commitment Percentage of the then Collateral Property Availability (in its capacity as a Revolving Lender) minus (B) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Revolving Lender. If at any time the aggregate principal amount of the Swingline Loans made by a Swingline Lender outstanding at such time exceeds the Swingline Availability of such Swingline Lender at such time, the Borrower shall use immediately pay the proceeds Administrative Agent for the account of any such Swingline Lender the amount of such excess. The borrowing of a Swingline Loan shall constitute usage of the Revolving Commitments, in an amount equal to refinance or repay any (i) for each Revolving Lender other than the Swingline Lender making such Swingline Loan, each such Revolving Lender’s Revolving Commitment Percentage, multiplied by the outstanding amount of such Swingline Loan and (ii) no Borrower shall requestfor the applicable Swingline Lender making such Swingline Loan, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making outstanding amount of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made Loan. 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofof this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans hereunder.

Swingline Loans. (a) Subject to The Swingline Lender agrees, on the terms and conditions hereofset forth in this Agreement, the Swingline Lenders may, in their sole discretion, agree to make a portion of Swingline Loans to the credit otherwise available Borrower pursuant to a Borrower under the Commitments this Section 2.03 from time to time on any Business Day during the period from the Effective Date until the Revolving Advance Commitment Period by making swing line loans Termination Date in amounts such that (“x) the aggregate principal amount of Swingline Loans”Loans at any one time outstanding shall not exceed the Swingline Commitment and (y) to at the time such Borrower; provided that Swingline Loan is made, the sum of (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, Revolving Advances at such time plus (vii) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, Lenders’ Swingline Exposure at such time plus (viiii) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would Lenders’ LC Exposure at such time outstanding shall not exceed the aggregate Pledged Eligible Asset Loan Values amount of all Revolving Lenders’ Revolving Advance Commitments. Upon the making of each Swingline Loan, and without further action on the part of the Non-Customer Pledged Eligible Assets and Swingline Lender or any other Person, each Revolving Lender (viiother than the Swingline Lender) no Swingline Loan that is a Firm Loan shall be made deemed to KECS have irrevocably purchased, to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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 Periodits Percentage, a Borrower may borrow participation interest in such Swingline Loan, and repay such Revolving Lender shall, to the extent of its Percentage, be responsible for reimbursing within one Business Day the Swingline Lender for Swingline Loans in whole or in part and reborrow, all that have not been reimbursed by the Borrower in accordance with the terms of this Agreement. Each Swingline Loan shall be in a principal amount of at least $1,000,000 or any larger multiple of $1,000,000. All Swingline Loans shall be made as Base Rate Advances. Within the foregoing limits, the Borrower may borrow under this Section 2.03, repay pursuant to Section 2.07(b), or to the extent permitted by Section 2.12(c), prepay Swingline Loans and conditions hereofreborrow under this Section 2.03.

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 Swingline Loans to the credit otherwise available to a Domestic Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds aggregate principal amount of any Swingline Loan to refinance or repay any outstanding Swingline Loan and Loans exceeding $15,000,000, or (ii) no the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Domestic Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Domestic Borrower shall requestnotify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2 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 Swingline Lenders maturity date thereof, which shall not make, any Swingline Loans if, after giving effect be a Business Day occurring subsequent to the making date of such Swingline LoansLoan but not later than the earlier of (i) the date that is thirty (30) days from the date of such Swingline Loan or (ii) the Maturity Date (provided that Swingline Loans are subject to earlier mandatory repayment as provided in the proviso of Section 2.10(a)). The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Domestic Borrower. The Swingline Lender shall make each Swingline Loan available to the Domestic Borrower by means of a credit to the general deposit account of the Domestic Borrower with 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) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Available Commitments would Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be less than zero; providedaffected by any circumstance whatsoever, furtherincluding the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (i) no and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Domestic Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the extent Administrative Agent and not to the aggregate unpaid principal amount Swingline Lender. Any amounts received by the Swingline Lender from the Domestic Borrower (or other party on behalf of all Loans would exceed the Total Commitments, (iiDomestic Borrower) no in respect of a Swingline Loan that is after receipt by the Swingline Lender of the proceeds of a Borrowing Base A Loan sale of participations therein shall be made to a Borrower promptly remitted to the extent Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the aggregate unpaid principal amount Swingline Lender, as their interests may appear. The purchase of all Borrowing Base A participations in a Swingline Loan pursuant to this paragraph shall not relieve the Domestic Borrower of any default in the payment thereof. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Swingline Loans made to while such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that Event of Default is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofcontinuing.

Swingline Loans. (ai) Subject to The Swingline Lender agrees, on the terms and subject to the conditions hereofset forth herein and in the other Senior Finance Documents, the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise Revolving Commitments available to a the Borrower under the Commitments from time to time during the Commitment Availability Period by making swing line loans Swingline Loans to the Borrower in Dollars (each such loan, a “Swingline Loan” and, collectively, the “Swingline Loans”) to such Borrower); provided that (iA) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B the Swingline Loans made to it would outstanding at any one time shall not exceed the Borrowing Base B LimitSwingline Committed Amount, (vB) no with regard to each Lender individually (other than the Swingline Loan that is a Customer Loan Lender in its capacity as such), such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding LC Obligations shall be made to KECS not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (C) with regard to the extent that Revolving Lenders collectively, the sum of the aggregate principal amount of Swingline Loans outstanding plus the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that Loans outstanding plus the aggregate amount of all Non-Customer LC Obligations outstanding shall not exceed the Revolving Credit Exposures made to it would Committed Amount and (D) the Swingline Committed Amount shall not exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Revolving Commitments then in effect. Swingline Loan that is a Firm Loan Loans shall be made to KECS and maintained as Base Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof prior to the extent Swingline Termination Date. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when aggregated with the total amount Swingline Lender’s other Revolving Outstandings, exceeds its Revolving Commitment. The proceeds of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that a Swingline Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay 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. (ai) Subject to the terms and conditions hereofof this Agreement, the Swingline Lenders may, in their sole discretion, agree Lender agrees to continue to make a portion of Swingline Loans to the credit otherwise available to a Borrower under the Commitments Company or Masco Europe from time to time on any Domestic Business Day (if such Swingline Loan is denominated in Dollars) or on any Eurocurrency Business Day (if such Swingline Loan is denominated in an Agreed Currency other than Dollars) during the Commitment Period by making swing line loans period on and after the Closing Date to but excluding the Termination Date in any Agreed Currency in the aggregate principal Dollar Amount not to exceed the lesser of (“A) $150,000,000 (the "Swingline Loans”Amount") to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (iiB) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to unused portion of the making Aggregate Commitment as of such Swingline LoansDomestic Business Day or Eurocurrency Business Day, as the case may be; provided, that the Aggregate Commitment shall be deemed utilized by the aggregate principal Dollar Amount of the Loans outstanding at that time plus the aggregate amount of L/C Obligations at that time. Each Swingline Loan shall be in a principal amount of $1,000,000 or any integral multiple thereof, or if denominated in an Agreed Currency other than Dollars, the Available Commitments would Approximate Equivalent Amount or such other minimum amounts and multiples as the Swingline Lender shall determine. Each Swingline Loan shall bear interest as set forth in Section 2.06. Each Swingline Loan shall be less repaid with interest on the thirtieth (30th) day after such Swingline Loan is made (or such shorter period as the Swingline Lender and the applicable Borrower shall have agreed); provided, that upon receipt of written notice from the applicable Borrower no fewer than zerofour Eurocurrency Business Days prior to such Swingline Loan's due date, the Swingline Lender may in its sole and absolute discretion agree to continue such Swingline Loan as a Swingline Loan for an additional thirty (30) day period; provided, however, that no Swingline Loan may be outstanding as a Swingline Loan for a period greater than 180 consecutive days; provided, further, that (i) no Swingline Loan Masco Europe shall be made liable only to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no repay Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofMasco Europe.

Swingline Loans. In order to reduce the frequency of transfers of funds from Lenders to Administrative Agent for making Revolving Credit Loans and for so long as no Default or Event of Default exists, Administrative Agent shall be permitted (abut not required) 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 Revolving Credit Loans to a 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 such Borrower); provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Swingline Loans outstanding at any time will not (i) exceed $10,000,000; (ii) when added to the principal amount of Administrative Agent’s other Revolving Credit Exposures made Loans then outstanding plus the product of Administrative Agent’s Revolving Loan Percentage multiplied by the sum of the LC Amount and the Outstanding LC Obligations, exceed Administrative Agent’s Revolving Loan Commitment; or (iii) when added to it would the principal amount of all other Revolving Credit Loans then outstanding plus the LC Amount plus the Outstanding LC Obligations, exceed the aggregate Pledged Eligible Asset Borrowing Base. Within the foregoing limits, Borrowers may borrow, repay and reborrow Swingline Loans. All Swingline Loans shall be treated as Revolving Credit Loans for purposes of this Agreement and accordingly each Lender shall be deemed to have an undivided interest and participation therein to the extent of such Lender’s Revolving Loan Values Percentage thereof, except that (a) all Swingline Loans shall be Base Rate Revolving Portions and (b) notwithstanding anything herein to the contrary (other than as set forth in the next succeeding sentence), all principal and interest paid with respect to Swingline Loans shall be for the sole account of Administrative Agent in its capacity as the Customer Pledged Eligible Assetslender of Swingline Loans. Notwithstanding the foregoing, not more than 2 Business Days after (vi1) no Lenders receive notice from Administrative Agent that a Swingline Loan that has been advanced in respect of a drawing under a Letter of Credit or (2) in any other circumstance, demand is a Non-Customer Loan made by Administrative Agent (which demand shall be made to KECS on a bi-weekly or more frequent basis in the discretion of Administrative Agent), each Lender shall irrevocably and unconditionally fund, without recourse or warranty from Administrative Agent, its undivided interest and participation in each Swingline Loan to the extent that of such Lender’s Revolving Loan Percentage thereof, by paying to Administrative Agent, in same day funds, an amount equal to the aggregate product of such Lender’s Revolving Loan Percentage multiplied by the principal amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no such Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofLoan.

Swingline Loans. (a) Subject On the terms, subject to the terms conditions and conditions hereofrelying 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 a Borrower under the Commitments at any time and from time to time during on and after the date hereof and until the earlier of the Business Day immediately preceding the Maturity Date and the termination of the Swingline Commitment Period by making swing line loans (“of such Swingline Loans”) Lender, to make Swingline Loans to the Company in an aggregate principal amount at any time outstanding not to exceed such Borrower; provided that Swingline Lender's Swingline Commitment Percentage of the lesser of (i) no Borrower shall use the proceeds of any difference between (A) the Total Swingline Commitment and (B) the Swingline Loan to refinance or repay any outstanding Swingline Loan Exposure, and (ii) no Borrower shall request, the difference between (A) the Total Commitment and (B) the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to sum of (I) the making of such Swingline Loans, the outstanding aggregate principal amount of all Loans and (II) the Available Commitments would be less than zero; provided, further, that (i) no LC Exposure. Each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lenders ratably in accordance with their respective Swingline Commitment Percentages (it being understood that (I) the failure of any Swingline Lender to the extent the aggregate unpaid principal amount make any Swingline Loan shall not in itself relieve any other Swingline Lender of all Loans would exceed the Total Commitments, its obligation to lend hereunder and (iiII) no Swingline Loan that is a Borrowing Base A Loan Lender shall be made responsible for the failure of any other Swingline Lender to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no make any Swingline Loan that is a required to be made by such other Swingline Lender). The Swingline Loans comprising any Swingline Borrowing Base B Loan shall be made to KECS to the extent that the in an aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is an integral multiple of $500,000 and not less than $2,000,000 (or an aggregate principal amount equal to the remaining balance of the available Swingline Commitments). Each Swingline Lender shall make its portion of each Swingline Borrowing available to the Company by means of a Customer Loan shall credit to the general deposit account of the Company with the Administrative Agent or a wire transfer to an account designated in writing by the Company, in each case by 3:00 p.m., New York City time, on the date such Swingline Borrowing is requested to be made pursuant to KECS paragraph (b) below. Within the limits set forth in the first sentence of this paragraph, the Company may borrow, pay or prepay and reborrow Swingline Loans on or after the Closing Date and prior to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed Maturity Date on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and subject to the conditions hereofand limitations set forth herein.

Swingline Loans. Notwithstanding any other provision of this Agreement, WFB, along with other Lenders designated by WFB in WFB's sole discretion (a) Subject any Lender which makes a Swingline Loan is hereafter referred to as a "Swingline Lender"), may make Swingline Loans to the Borrower, at WFB's sole discretion, from the Closing Date to the Revolving Credit Termination Date, in an aggregate principal amount at any time outstanding not to exceed twenty-five million dollars ($25,000,000); provided, however, that neither WFB nor the other Lenders shall be under any obligation to make any Swingline Loan. In addition to the other terms and conditions hereofof this Agreement, such Swingline Loans shall be subject to the following conditions: (i) each Swingline Loan made by each Swingline Lender shall be evidenced by Swingline Notes prepared by the Borrower, duly executed on behalf of the Borrower, dated the date of the proposed borrowing, substantially in the form of Exhibit K hereto, delivered by the Borrower and payable to each of the Swingline Lenders may, in their sole discretion, agree a principal amount equal to make a portion of the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and made on such date; (ii) no Borrower subject to the provisions of Section 2.08 and Section 9.08 hereof, each Swingline Loan shall request, and bear interest at a rate per annum equal to the Swingline Lenders shall not make, Alternate Base Rate plus the Applicable Margin then in effect; (iii) any Swingline Loans if, after giving effect made to the making of Borrower must be repaid in full to Agent within five (5) days after the date such Swingline Loans, Loan is made; (iv) any Swingline Loans will be subject to the aggregate Borrowing Base and shall not be made if such Swingline Loan would cause the unpaid amount of the Available Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made to Revolving Credit Loans together with the extent the aggregate unpaid principal amount of all Swingline Loans would exceed the Total Commitments, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made outstanding to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, then in effect; (v) no Swingline Loan that is Loans shall not be outstanding for more than a Customer Loan shall be made to KECS to the extent that the aggregate amount total of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, fifteen (15) days during any consecutive twelve (12) month period; and (vi) no any payments made by the Borrower to the Agent during a period when a Swingline Loan that is a Non-Customer Loan outstanding shall be made to KECS applied first to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no unpaid interest on such Swingline Loan that is a Firm Loan shall be made to KECS Loan, secondly to the extent that the total amount unpaid principal of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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 Loan, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all thereafter in accordance with the terms of this Agreement, provided, however, that if an Event of Default occurs or is continuing while any Swingline Loan is outstanding, any payments made by the Borrower to the Agent shall be applied pari passu with the Revolving Credit Loans and conditions hereofsuch Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lenders mayLender, in their sole discretionreliance upon the agreements of the other Lenders set forth in this Section 2.05, agree to make a portion of Swingline Loans in dollars to the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would exceed the Borrowing Base B Limitexceeding $100,000,000, (vii) no the Swingline Lender’s Swingline Exposure exceeding the Swingline Lender’s Swingline Commitment, and (iii) the sum of the total Revolving Exposures exceeding the Aggregate Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan that is a Customer Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (provided that any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a Borrowing Request), 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 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 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 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 relevant 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 shall make Swingline Loans to make a portion of the credit otherwise available to a Borrower under the Commitments from time to time during on and after the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Closing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would exceed the Borrowing Base B Limitexceeding $5,000,000, (vii) no the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure exceeding the Total Revolving Credit Commitment, or (iii) the Swingline Lender’s Applicable Percentage of the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Exposure exceeding such Lender’s Revolving Credit Commitment; provided that the Swingline Lender shall not, unless it otherwise so elects, make a Swingline Loan that is a Customer to refinance an outstanding Swingline Loan. Each Swingline Loan shall be made to KECS in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) equal to the extent that entire unused balance of the aggregate amount of all Customer unused Revolving Credit Exposures made Commitments or (y) required to it would exceed finance the aggregate Pledged Eligible Asset Loan Values 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 Swingline Loan, the Borrower shall notify the Swingline 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 Customer Pledged Eligible AssetsBorrower, (vi) no not later than 10:00 a.m. on the day of a proposed Swingline Loan. The Swingline Lender shall make each Swingline Loan that is a Non-Customer Loan shall be made to KECS available to the extent that Borrower on the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all same Business Day 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. (ai) Subject to the terms and conditions hereofset forth herein, the each Swingline Lenders mayLender, in their sole discretionreliance on the agreements of the Revolving Credit Lenders set forth in this Section 2.01(c), agree agrees to make a portion of Swingline Loans to the credit otherwise available to a Borrower under the Commitments Borrowers in Dollars from time to time on any Business Day during the Commitment Period by making swing line loans (“Revolving Availability Period, in an aggre- gate principal amount not to exceed at any time outstanding such Lender’s Swingline Loans”) to such BorrowerSublimit; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans ifthat, after giving effect to the making of such any Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total CommitmentsLoan, (iiA) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Revolving Credit Loans, LC Exposure and Swingline Loans made to it would shall not exceed the Borrowing Base B Limit, Aggregate Maximum Revolving Credit Amount and (vB) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that sum of the aggregate principal amount of all Customer outstanding Revolving Credit Exposures made to it would exceed Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate principal amount of all Non-Customer outstanding Swingline Loans shall not exceed such Lender’s Maximum Revolving Credit Exposures made to it would exceed Amount and (C) the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total principal amount of all Firm Revolving Credit Exposures made to it would outstanding Swingline Loans shall not exceed the aggregate Pledged Eligible Asset Loan Values of Swingline Commitment. Within the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow foregoing limits and repay Swingline Loans in whole or in part and reborrow, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrowers may borrow, pre- pay and reborrow Swingline Loans. Immediately upon the making of a Swingline Loan by a Swingline Lender, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Swingline Lender a participation in such Swingline Loan in an amount equal to such Revolving Credit Lender’s Revolving Credit Percentage Share of the amount of such Swingline Loan. All Borrowers shall be jointly and severally liable as borrowers for all Swingline Loans regardless of which Borrower delivers a notice of borrow- ing or receives the proceeds thereof.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, each Swingline Lender agrees to make (i) in the case of JPMorgan, (A) Tranche One Swingline Lenders mayLoans and Tranche Two Swingline Loans to any UK Borrowing Subsidiary or Irish Borrowing Subsidiary denominated in Sterling or (B) Tranche One Swingline Loans and Tranche Two Swingline Loans to any Borrower that is not a US Borrowing Subsidiary denominated in Euro, and (ii) in their sole discretionthe case of any other Swingline Lender, such Swingline Loans as it shall agree to make a portion of the credit otherwise available pursuant to a Borrower under the Commitments its Swingline Agreement, in each case from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (1) the aggregate outstanding principal amount of the Swingline Loans denominated in Sterling exceeding £10,000,000, (2) the aggregate outstanding principal amount of the Swingline Loans denominated in Euro exceeding €10,000,000, (3) the Aggregate Tranche One Revolving Credit Exposure exceeding the aggregate Tranche One Commitments, (4) the Tranche One Revolving Credit Exposure of any Lender (including a Swingline Lender) exceeding its Tranche One Commitment, (5) the Aggregate Tranche Two Revolving Credit Exposure exceeding the aggregate Tranche Two Commitments, (6) the Tranche Two Revolving Credit Exposure of any Lender (including a Swingline Lender) exceeding its Tranche Two Commitment Period by making swing line loans or (“7) in the event the Maturity Date shall have been extended as provided in Section 2.23, (x) the sum of the Tranche One LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Tranche One Swingline Exposure attributable to Tranche One Swingline Loans maturing after such Existing Maturity Date exceeding the aggregate Tranche One Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans and (y) the sum of the Tranche Two LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Tranche Two Swingline Exposure attributable to Tranche Two Swingline Loans maturing after such Existing Maturity Date exceeding the aggregate Tranche Two Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Loans”) to such Borrower; provided that (i) no Borrower Swingline Lender shall use the proceeds of any be required to make a Swingline Loan to refinance or repay any an outstanding Swingline Loan Loan. Within the foregoing limits and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect subject to the making of such Swingline Loans, the aggregate amount of the Available Commitments would be less than zero; provided, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, the Company and the Borrowing Subsidiaries may borrow, 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 obligations of the Swingline Lenders to make Swingline Loans are several and not joint and no Swingline Lender shall be responsible for any other Swingline Lender’s failure to make Swingline Loans as required.

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 a 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 such make Swingline Loans to the Borrower; provided , in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that 51167637.4 the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans made to it would exceed exceeding the Borrowing Base B LimitSwingline Lender’s Swingline Commitment, (vii) no the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, or (iii) the Aggregate Revolving Exposure exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan that is a Customer Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein, the Borrower may borrow, 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, not later than noon, Toronto time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. 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, to the extent the Swingline Lender elects to make such Swingline Loan, 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., Toronto time, on the requested date of such Swingline Loan.

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 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 to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of Swingline 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 as provided herein. Within the foregoing limits, the Borrowers may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. For the avoidance of doubt, (i) all Borrowings of Swingline Loans five (5) Business Days prior to the Non-Extended Revolving Credit Maturity Date shall be made, and deemed to be made, ratably among the Non-Extending Revolving Credit Lenders and the Extending Revolving Credit Lenders, and (ii) all Borrowings of Swingline Loans prior to the Extended Revolving Credit Maturity Date but on or after five (5) Business Days prior to the Non-Extended Revolving Credit Maturity Date shall be made, and deemed to be made, ratably among the Extending Revolving Credit Lenders. The relevant Borrower shall notify the Swingline Lender by fax, or by telephone (promptly confirmed by fax), not later than 12:30 p.m. on the day of a proposed Swingline Loan. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to such requesting Borrower by means of a credit to an account designated by the relevant Borrower promptly on the date such Swingline Loan is so requested. Each Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or fax notice by such Borrower (or telephone notice promptly confirmed by written, or fax notice) to the Swingline Lender before 12:30 p.m. on the date of prepayment at the Swingline Lender’s address for notices specified in Section 9.01; provided that any such notice delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a). The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m. on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided that (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect to the making of such Swingline Loans, outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Credit Lenders will participate. The Administrative Agent will, promptly upon receipt of such notice, give notice to each Revolving Credit Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan. In furtherance of the Available Commitments would foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Percentage of such Swingline Loan. Each Revolving Credit Lender acknowledges and agrees that, subject to the express provisions of Section 2.09(d), its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be less than zero; providedaffected by any circumstance whatsoever, furtherincluding the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (iand Section 2.02(c) no shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph and thereafter payments in respect of such Swingline Loan shall be made to the extent Administrative Agent and not to the aggregate unpaid principal amount Swingline Lender. Any amounts received by the Swingline Lender from the relevant Borrower (or other party on behalf of all Loans would exceed the Total Commitments, (iiBorrowers) no in respect of a Swingline Loan that is after receipt by the Swingline Lender of the proceeds of a Borrowing Base A Loan sale of participations therein shall be made to a Borrower promptly remitted to the extent Administrative Agent and be distributed by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the aggregate unpaid principal amount Swingline Lender, as their interests may appear. The purchase of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no participations in a Swingline Loan that is a Borrowing Base B Loan pursuant to this paragraph shall be made to KECS to not relieve the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, relevant Borrower (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values or other party liable for obligations of the Customer Pledged Eligible Assets, (viBorrowers) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to of any default in the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofpayment thereof.

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 swingline loans (otherwise available as Multicurrency Revolving Loans) in Dollars (individually, a "SWINGLINE LOAN" and collectively, the "SWINGLINE LOANS") to a Borrower under the Commitments from time to time during the Multicurrency Revolving Credit Commitment Period by making swing line loans (“Swingline Loans”) to such Borrowerin accordance with the procedures set forth in this Section 2.04; provided that (i) no Borrower the aggregate principal amount of all Swingline Loans shall use not exceed $10,000,000 (the proceeds of "SWINGLINE SUBLIMIT") at any Swingline Loan to refinance or repay any outstanding Swingline Loan and one time outstanding, (ii) no Borrower shall 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 Multicurrency Revolving Credit Commitments would be less than zero; provided, further, that (i) no Swingline Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed Multicurrency Revolving Lenders immediately prior to such borrowing or result in the Aggregate Multicurrency Revolving Credit Exposure then outstanding exceeding the Total CommitmentsRevolving Multicurrency Credit Commitments then in effect, (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, and (iii) Borrowing Base A in no event may Swingline Loans be borrowed hereunder if a Default or Event of Default shall have occurred and be continuing. Amounts borrowed under this Section 2.04 may be borrowed by either repaid and, up to but excluding the Revolving Credit Maturity Date, reborrowed. All Swingline Loans shall at all times be ABR Loans and made in Dollars. Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no shall give the Administrative Agent notice of any Swingline Loan that is a 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 Base B Loan Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall be made to KECS to promptly notify the extent that the aggregate principal amount Swingline Lender of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures 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 it would exceed finance the aggregate Pledged Eligible Asset Loan Values reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Customer Pledged Eligible Assets, (viIssuing Bank) no Swingline Loan that is a Non-Customer Loan and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be made to KECS to the extent that the aggregate in a minimum principal amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values $500,000 or an integral multiple of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day $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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofexcess thereof.

Swingline Loans. (a) Subject to On the terms and subject to the conditions hereofand relying upon the representations and warranties herein set forth, the Swingline Lenders mayLender agrees, in their sole discretion, agree to make a portion of the credit otherwise available to a Borrower under the Commitments at any time and from time to time during from and including the Commitment Period by making swing line loans Closing Date to but excluding the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments, in accordance with the terms hereof, to make Swingline Loans (“Swingline Loans”which shall be ABR Borrowings) to such Borrower; provided that the Borrower in an aggregate principal amount at any time outstanding not to exceed the lesser of (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan $5,000,000 and (ii) no Borrower shall requestthe difference between (A) the aggregate Revolving Credit Commitments, as the same may be reduced from time to time pursuant to Section 2.09, at such time and (B) the sum of the aggregate principal amount of Revolving Loans outstanding at such time and the Swingline Lenders LC Exposure at such time. Each Lender's Revolving Credit Commitment shall not make, any Swingline Loans if, after giving effect be deemed utilized by an amount equal to such Lender's pro rata share (based upon the making of percentage that such Swingline Loans, Lender's Revolving Credit Commitment bears to the aggregate amount of the Available Revolving Loan Commitments would on such date) of each Swingline Loan. Immediately upon the making of each Swingline Loan, the Swingline Lender shall be less than zero; provideddeemed to have sold and transferred to each such Lender, furtherand each such Lender shall be deemed to have purchased and received from the Swingline Lender, that in each case irrevocably and without any further action by any party, an undivided interest and participation in such Swingline Loan and the Obligations of the Borrower under this Agreement in respect thereof in an amount equal to such Lender's pro rata share (idetermined as aforesaid) no of such Swingline Loan. Each Swingline Loan shall be made to the extent the aggregate unpaid in a principal amount of all Loans would exceed the Total Commitments, (ii) no Swingline Loan that is a Borrowing Base A Loan an integral multiple of $500,000 and shall be made to a Borrower available to the extent that the aggregate unpaid principal amount Borrower by means of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS credit to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values general deposit account of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.Borrower

Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lenders may, in their sole discretion, agree Bank agrees to make a portion of the credit otherwise Aggregate Revolving Commitment available to the Borrower by making swingline loans denominated in U.S. Dollars (individually, a "SWINGLINE LOAN"; collectively, the "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”) to such Borrower; provided that (i) no Borrower shall use period from the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall request, and the Swingline Lenders shall not make, any Swingline Loans if, after giving effect Closing Date to the making of Revolving Termination Date in accordance with the procedures set forth in this Section 2.14 in an aggregate principal amount at any one time outstanding not to exceed Fifteen Million Dollars ($15,000,000), notwithstanding the fact that such Swingline Loans, when aggregated with the aggregate Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Revolving Commitment (the amount of such commitment of the Available Commitments would Swingline Bank to make Swingline Loans to the Borrower pursuant to this subsection 2.14(a), as the same shall be less than zeroreduced pursuant to subsection 2.8(b) or as a result of any assignment pursuant to Section 11.8, the Swingline Bank's "SWINGLINE COMMITMENT"); provided, furtherPROVIDED, that at no time shall (i) no Swingline Loan shall be made to the extent sum of the aggregate unpaid principal amount Effective Amount of all Swingline Loans would PLUS the Effective Amount of all Revolving Loans PLUS the Effective Amount of all Bid Loans PLUS the Effective Amount of all L/C Obligations exceed the Total CommitmentsAggregate Revolving Commitment, or (ii) no Swingline Loan that is a Borrowing Base A Loan shall be made to a Borrower to the extent that the aggregate unpaid principal amount Effective Amount of all Borrowing Base A Swingline Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such BorrowerSwingline Commitment. Additionally, (iii) Borrowing Base A no more than three Swingline Loans may be borrowed outstanding at any one time, and all Swingline Loans shall at all times be Base Rate Committed Loans or accrue interest at such other rate as may be agreed to by either Borrower the Swingline Bank and Borrowing Base B Loans may only be borrowed by KECSthe Borrower. Within the foregoing limits, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS and subject to the extent that the aggregate principal amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Swingline Loan that is a Customer Loan shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the other terms and conditions hereof, the Borrower may borrow under this subsection 2.14(a), prepay pursuant to Section 2.9 and reborrow pursuant to this subsection 2.14(a).

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, a Swingline Lender may make Swingline Loans to the Swingline Lenders may, in their sole discretion, agree to make a portion of the credit otherwise available to a Revolving Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds Dollar Equivalent of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans, other than Swingline Shekel Loans made to it would exceed and Swingline Peso Loans, exceeding $100,000,000, (ii) the Borrowing Base B LimitDollar Equivalent of the aggregate principal amount of outstanding Swingline Shekel Loans exceeding $15,000,000, (iii) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Peso Loans exceeding $15,000,000, (iv) the Aggregate Revolving Credit Exposure exceeding the Aggregate Commitments, (v) no the Swingline Loan that is Exposure of a Customer Loan shall Swingline Lender exceeding such Swingline Lender’s Commitment (in its capacity as a Lender), (vi) the Revolving Credit Exposure of any Lender exceeding its Commitment or (vii) prior to the Acquisition Closing Date, the Aggregate Revolving Exposure exceeding $600,000,000. Additionally, Advances may only be made to KECS the Revolving Borrower on the Acquisition Closing Date to the extent that the aggregate amount of all Customer on a pro forma basis for such Advance, Aggregate Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values Exposure is less than 50% of the Customer Pledged Eligible AssetsAggregate Commitments. Notwithstanding the foregoing, (vix) no the Swingline Shekel Lender may only make Swingline Shekel Loans and shall not make any other Swingline Loans, and any other Swingline Lender may not make Swingline Shekel Loans and (y) the Swingline Peso Lender may only make Swingline Peso Loans and shall not make any other Swingline Loans, and any other Swingline Lender may not make Swingline Peso Loans. Upon the Borrowing of any Loan that is under Section 2.01, any outstanding Swingline Loans shall be repaid in full. Swingline Loans with respect to a Non-Customer Loan particular currency shall be made to KECS ratably (on a several and not joint basis and calculated based on such Swingline Lender’s Commitment to the extent that the aggregate amount total Commitments of all Non-Customer Revolving Credit Exposures made applicable Swingline Lenders of such currency) by each applicable Swingline Lender of such currency. Within the foregoing limits and subject to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereofset forth herein (or as otherwise agreed to among the Revolving Borrower, the Administrative Agent, Swingline Shekel Lender and the Swingline Peso Lender), the Revolving Borrower may borrow, prepay and reborrow Swingline Loans.

Swingline Loans. (a) Subject to the terms and conditions hereofset forth herein, the each Swingline Lenders may, in their sole discretion, agree Lender severally agrees to make a portion of Swingline Loans to the credit otherwise available to a Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to such Borrower; provided Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) no Borrower shall use the proceeds of any Swingline Loan to refinance or repay any outstanding Swingline Loan and (ii) no Borrower shall 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, further, 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 a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the aggregate principal amount of all Borrowing Base B outstanding Swingline Loans exceeding $50,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments or (iii) the aggregate principal amount of outstanding Swingline Loans made by such Swingline Lender to it would exceed its ratable share (based on the Borrowing Base B Limit, (vthen number of Swingline Lenders) no of the $50,000,000 Swingline Loan that is a Customer Loan shall be sublimit or (iv) the sum of (x) the outstanding principal amount of such Lender’s Revolving Loans, plus (y) the aggregate Swingline exposure of such Lender (including the entire outstanding principal amount of Swingline Loans made by such Lender and the Swingline Exposure of such Lender with respect to KECS to Swingline Loans made by other Lenders), plus (z) the extent that aggregate letter of credit exposure of such Lender (including the sum of the aggregate undrawn amount of all outstanding Letters of Credit issued by such Lender at such time plus the aggregate amount of all Customer Revolving LC Disbursements under such Letters of Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values that have not yet been reimbursed by or on behalf of the Customer Pledged Eligible Assets, (viBorrower at such time and the LC Exposure of such Lender with respect to Letters of Credit issued by other Lenders) exceeding the amount of such Swingline Lender’s then Revolving Commitment; provided that no Swingline Loan that is a Non-Customer Loan Lender shall be made required to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no make a Swingline Loan that is a Firm Loan shall be made to KECS refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all in accordance with the terms and conditions hereof.set forth herein, the Borrower 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 a 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 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 such Borrower; provided that (i) no Borrower shall 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)) no Borrower shall requestnot to 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, further, 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 a Borrower 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 made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Swingline Loan that is a Borrowing Base B Loan shall be made to KECS to the extent that the in a minimum aggregate principal amount of all Borrowing Base B Loans made $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or an aggregate principal amount equal to it would exceed the Borrowing Base B Limit, (v) no remaining balance of the available Swingline Commitments). Each Swingline Lender shall make the portion of each Swingline Loan that is a Customer Loan shall to be made by it available to KECS any Swingline Borrower by means of a credit to the extent that general deposit account of such Swingline Borrower with the aggregate amount Administrative Agent or a wire transfer, at the expense of all Customer such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans on or after the Closing Date and prior to the Revolving Credit Exposures made to it would exceed Maturity Date (or such earlier date on which the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Swingline Loan that is a Non-Customer Loan Commitments shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Swingline Loan that is a Firm Loan shall be made to KECS to the extent that the total amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day 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, a Borrower may borrow and repay Swingline Loans in whole or in part and reborrow, all terminate in accordance with herewith) on the terms and subject to the conditions hereofand limitations set forth herein.