Common use of Swingline Loans Clause in Contracts

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. To request a Swingline Loan, the Administrative Borrower shall deliver, by hand delivery, email through a “pdf” copy or telecopier, or facsimile transmission (a) To the extent there are insufficient collected funds or transmit by other electronic transmission if arrangements for doing so have been approved in the Master Account, as determined on any Business Day writing by the Administrative Agent in its sole discretionAgent), to pay the fees a duly completed and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice executed Borrowing Request to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requestedprior to 1:00 p.m., New York City time, on the borrowing Business Day of a proposed Swingline Loan from Loan. Each such notice shall be irrevocable and shall specify the Swingline Lender in the amount of such insufficiency requested date (the “Insufficiency”which shall be a Business Day). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, howeverrequested Swingline Loan, the making location and number of such Swingline Loan the respective Borrower’s account to which the funds are to be disbursed (which shall not result in (i) comply with the aggregate principal amount requirements of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; providedSection 2.02(c)), further, however, and that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, in Sections 4.02(b)-(d) are satisfied as of the Borrowers may borrow, prepay and reborrow Swingline Loans. For date of the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loannotice. Each Swingline Loan shall be subject (and shall be maintained as) an ABR Loan. The Swingline Lender shall make each Swingline Loan available to all other terms and conditions the Borrowers by means of a credit to the general deposit account of the Administrative Borrower with the Swingline Lender, if any, or otherwise remitted to an account (which shall comply with the requirements of Section 2.02(c)) as directed by the Administrative Borrower in the applicable Borrowing Request (or, in the case of a Swingline Loan made to Revolving Loans made pursuant to finance the reimbursement of an LC Disbursement as provided in Section 2.01(b2.17(e), except that all payments thereon by remittance to the Issuing Bank). The Swingline Lender shall endeavor to fund each Swingline Loan by 3:00 p.m., New York City time and shall in any event fund such Swingline Loan by no later than 4:30 p.m., New York City time, on the requested date of such Swingline Loan. Swingline Loans shall be payable to the Swingline Lender for its own accountmade in minimum amounts of $100,000 and integral multiples of $100,000 above such amount.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementherein set forth, the Swingline Lender agrees to make a Swingline Loan loans to the Borrowers on such Business Day Borrower in the amount 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 the Insufficiency; provided, however, the making of such its Swingline Loan shall Commitment in an aggregate Principal Amount at any time outstanding that will not result in (ix) the aggregate principal amount Principal Amount of outstanding all Swingline Loans exceeding $5,000,000 (100,000,000 in the “Swingline Sublimit”) aggregate or (iiy) the Aggregate Revolving Credit Exposure of any Lender exceeding the Total Revolving Commitment of such LenderCredit Commitment; providedprovided that notwithstanding the foregoing, further, however, that the no Swingline Lender shall not be required obligated to make any Swingline Loans at a time when a Revolving Credit Lender, as the case may be, is a Defaulting Lender, unless such Swingline Loan Lender has entered into arrangements reasonably satisfactory to refinance an it and the Borrower to eliminate such 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 Loan. The Loans, as the case may be (which Cash Collateralization may be made with the proceeds of each a simultaneous borrowing of additional Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits Loans incurred from Non-Defaulting Lenders and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except otherwise in accordance compliance with the procedures set forth in the first sentence provisions of this Section 2.03(a2.23). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be 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 subject to all other terms the terms, conditions and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountlimitations set forth herein.

Swingline Loans. (a) To In order to reduce the extent there are insufficient collected frequency of transfers of funds in the Master Account, as determined on any Business Day by the Administrative from Lenders to Agent in its sole discretion, to pay the fees for making Revolving Credit Loans and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So so long as (x) no Default or Event of Default has occurred and is continuing, and Agent shall be permitted (ybut not required) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Revolving Credit Loans to Borrowers upon request by Borrower Representative (such Revolving Credit Loans to be designated as "Swingline Loan to Loans"); provided that the Borrowers on such Business Day in the aggregate amount of the Insufficiency; provided, however, the making of such Swingline Loan shall Loans outstanding at any time will not result in (i) exceed $22,500,000; (ii) when added to the aggregate principal amount of Agent's other Revolving Credit Loans then outstanding Swingline Loans exceeding $5,000,000 (plus Agent's Revolving Loan Percentage of the “Swingline Sublimit”) LC Exposure, exceed Agent's Revolving Credit Commitment; or (iiiii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited when added to the Master Account by principal amount of all other Revolving Credit Loans then outstanding plus the Swingline LenderLC Exposure (other than the Cash Collateralized LC Exposure), exceed the Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrowers may borrow, prepay repay and reborrow Swingline Loans. For All Swingline Loans shall be treated as Revolving Credit Loans for purposes of this Agreement, except that (a) all Swingline Loans shall be Base Rate Portions and (b) notwithstanding anything herein to the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures contrary (other than as set forth in the first sentence next succeeding sentence), all principal and interest paid with respect to Swingline Loans shall be for the sole account of this Section 2.03(a)Agent in its capacity as the lender of Swingline Loans. Each Notwithstanding the foregoing, not more than two Business Days after (1) Lenders receive notice from Agent that a Swingline Loan has been advanced in respect of a drawing under a Letter of Credit or (2) in any other circumstance, demand is made by Agent after the occurrence and during the continuance of an Event of Default, each Lender shall irrevocably and unconditionally purchase and receive from Agent, without recourse or warranty from Agent, an undivided interest and participation in each Swingline Loan to the extent of such Xxxxxx's Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to such Xxxxxx's Revolving Loan Percentage of such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make a Swingline Loan to the Borrowers Loans, on such Business Day behalf of all Lenders, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) 15,000,000 or (ii) the Aggregate Revolving Credit Exposure of any Lender exceeding the lesser of the (x) Aggregate Revolving Commitment of such Lenderand (y) the Borrowing Base; provided, further, however, provided that the Swingline Lender Agent shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not To request a Swingline Loan, the Borrower shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 11:00 a.m., Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Agent shall make each Swingline Loan except available to the Borrower by means of a credit to the Funding Account (or, in accordance with the procedures case of a Swingline Loan made to finance the reimbursement of a Facility LC as provided in Section 2.1.2(e), by remittance to the LC Issuer, and in the case of repayment of another Loan or fees or expenses as provided herein, by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan. All Swingline loans shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.13 and shall be payable on the first sentence earlier of this Section 2.03(a)demand or the Facility Termination Date. Each The Agent may require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. In such event, the Agent shall give the Lenders notice, specifying the aggregate amount of Swingline Loans in which Lenders will participate, as well as each Lender's Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent such Lender's Pro Rata Share of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be a Base Rate Loanmade without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by transfer of immediately available funds, in the same manner as provided in Section 2.1.1(d) (and Section 2.1.1(d) shall apply, mutatis mutandis, to the payment obligations of the Lenders). Any amounts received by the Agent from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Agent of the proceeds of a sale of participations therein shall be subject promptly remitted by the Agent to all other terms and conditions applicable to Revolving Loans the Lenders that shall have made their payments pursuant to Section 2.01(b)this paragraph or retained by the Agent, except as their interests may appear; provided that all payments thereon any such payment so remitted shall be payable repaid to the Agent if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Lender for its own accountLoan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) To Each Swingline Borrowing shall be made upon the extent there are insufficient collected funds in Borrower’s irrevocable notice to the Master Account, as determined on any Business Day by Swingline Lender and the Administrative Agent in its sole discretion(A) telephone, to pay the fees and charges and other account activity in the Master Account for such Business Day, or (B) a Loan Notice; provided that any telephonic notice by the Borrower Representative shall must be deemed to have given notice confirmed promptly by delivery to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from Notice. Each such notice must be received by the Swingline Lender in and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (a) the amount to be borrowed, which shall be a minimum of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing$100,000, and (yb) no the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any telephonic Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. on the date of the proposed Swingline Borrowing (i) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in this Article 2, or (ii) that one or more of the applicable conditions specified in Article 5 is not then a Defaulting Lendersatisfied, and then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swingline Lender agrees shall not be obligated to make a any Swingline Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(vii)) with respect to the Borrowers on Defaulting Lender’s or Defaulting Lenders’ participation in such Business Day in the amount Swingline Loans, including by providing Cash Collateral or other Adequate Assurance to support such Defaulting Lender’s or Defaulting Lenders’ Aggregate Commitment Percentage of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that other applicable share provided for under this Agreement. The Borrower shall repay to the Swingline Lender shall not be required each Defaulting Lender’s portion (after giving effect to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds Section 2.17(a)(vii)) of each Swingline Loan shall be credited to the Master Account promptly following demand by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan Loans to the Borrowers on such Business Day Borrower from time to time during the period from the Closing Date until the Termination Date, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 50,000,000 (the “Swingline SublimitCommitment”) or (ii) the Revolving Exposure Total Outstanding Extensions of any Lender Credit exceeding the Revolving Commitment of such LenderTotal Commitments; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall Loans may from time to time be credited (i) ABR Loans, (ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Master Account by Administrative Agent and the Swingline LenderLender in accordance herewith (and shall not be entitled to be converted into LIBOR Rate Loans). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject The Borrower hereby unconditionally promises to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable pay to the Swingline Lender for its own accountthe then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is made, the Borrower shall repay all Swingline Loans.

Swingline Loans. (a) To Each Multicurrency Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in N.Z. Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the extent there are insufficient collected funds occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Multicurrency Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the Master Accountsame manner as provided in Section 2.02(c) with respect to Loans made by such Revolving Credit Lender (and Section 2.02(c) shall apply, as determined on any Business Day by mutatis mutandis, to the payment obligations of the Revolving Credit Lenders) and the Administrative Agent shall promptly pay to the N.Z. Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the New Zealand Borrower of any participations in its sole discretion, any N.Z. Swingline Loan of such Borrower acquired pursuant to pay the fees this paragraph and charges and other account activity thereafter payments in the Master Account for respect of such Business Day, the Borrower Representative Swingline Loan shall be deemed to have given notice made in dollars and to the Administrative Agent and the not to a N.Z. Swingline Lender, and automatically and irrevocably requested, . Any amount received by a Swingline Lender from the borrowing applicable Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Lender after receipt by such N.Z. Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amount received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made their payments pursuant to this paragraph and to the applicable N.Z. Swingline Lender, as their interests may appear. The purchase of participations in a N.Z. Swingline Loan pursuant to this paragraph shall not result in relieve the applicable Borrower (ior other party liable for obligations of such Borrower) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth default in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountpayment thereof.

Swingline Loans. (a) To The Administrative Agent, the extent there are insufficient collected funds Swingline Lender and the Lenders agree that in order to facilitate the Master Accountadministration of this Agreement and the other Loan Documents, as determined on any Business Day by promptly after the Administrative Agent Borrower requests an ABR Borrowing, the Swingline Lender may elect, in its sole discretion, to pay have the fees terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuingrequested, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan same day funds to the Borrowers on the applicable Borrowing date to the Funding Account (each such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that made solely by the Swingline Lender shall not be required pursuant to make this Section 2.05(a) is referred to in this Agreement as a Swingline Loan to refinance an outstanding “Swingline Loan. The proceeds of each Swingline Loan shall be credited ”), with settlement among them as to the Master Account by the Swingline Lender. Within the foregoing limits and subject Loans to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request take place on a Swingline Loan except in accordance with the procedures periodic basis as set forth in the first sentence of this Section 2.03(a2.05(c). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other the terms and conditions applicable to Revolving other ABR Loans made pursuant to Section 2.01(b)funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $10,000,000. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Availability (after giving effect to such Swingline Loan). Swingline Loans may not be made if the Swingline Lender has been notified by the Administrative Agent or the Required Lenders that a Default exists and that Swingline Loans may not be made. All Swingline Loans shall be ABR Borrowings.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the The Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this AgreementAgent, the Swingline Lender agrees and the Revolving Lenders agree that in order to make a Swingline facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing or, prior to the Borrowers Canadian Proceeding Date, a Canadian Prime Rate Borrowing, the Swingline Lender may elect in its discretion to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on such Business Day behalf of the Revolving Lenders and in the amount requested, same day funds to the applicable Borrowers, on the date of the Insufficiency; provided, however, applicable Borrowing to the making of Funding Account(s) (each such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that made solely by the Swingline Lender shall not be required pursuant to make this Section 2.05(a) is referred to in this Agreement as a Swingline Loan to refinance an outstanding “Swingline Loan. The proceeds of each Swingline Loan shall be credited ”), with settlement among them as to the Master Account by the Swingline Lender. Within the foregoing limits and subject Loans to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request take place on a Swingline Loan except in accordance with the procedures periodic basis as set forth in the first sentence of this Section 2.03(a2.05(c). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other the terms and conditions applicable to other ABR Loans and Canadian Prime Rate Loans funded by the Revolving Loans made pursuant to Section 2.01(b)Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender may, subject to the terms and conditions set forth 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 U.S. Borrowers and, prior to the Canadian Proceeding Date, the Canadian Borrowers by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrowers shall be deemed to have requested an ABR Borrowing or a Canadian Prime Rate Borrowing, as applicable, pursuant to Section 2.03 in the amount of such deficiency to be made on such Business Day. The Swingline Lender shall not make any Swingline Loan if after giving effect to such Swingline Loan, in an aggregate principal amount at any time outstanding that will result in (i) the aggregate principal Dollar Equivalent of outstanding Swingline Loans exceeding the Swingline Sublimit, (ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, (iii) the Aggregate Revolving Exposure exceeding the lesser of the Aggregate Revolving Commitment and the Revolving Borrowing Base or (iv) the Canadian Revolving Exposure exceeding the Canadian Sublimit. All Swingline Loans shall be ABR Borrowings or Canadian Prime Rate Borrowings; provided that, Swingline Loans consisting of Canadian Prime Rate Borrowings may only be made to a Canadian Borrower.

Swingline Loans. (a) To Each Borrowing of Swingline Loans shall be made upon the extent there are insufficient collected funds in Borrower’s irrevocable notice to the Master AccountSwingline Lender and the Administrative Agent, as determined on any Business Day 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 (i) the amount to be borrowed, which shall be a minimum principal amount of $250,000 and integral multiples of $100,000 in its sole discretionexcess thereof, to pay (ii) whether the fees Swingline Loans requested shall consist of Base Rate Loans, Daily LIBOR Swingline Loans or a combination thereof and charges and other account activity in (iii) the Master Account for such requested borrowing date, which shall be a Business Day, . Each such telephonic notice must be confirmed promptly by delivery to the Borrower Representative shall be deemed to have given notice to Swingline Lender and the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a written Notice of Swingline Loan from 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 amount first proviso to the first sentence of such insufficiency Section 2.1(b), or (B) that one or more of the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and applicable conditions specified in Section 5 is continuingnot then satisfied, and (y) no Lender is then a Defaulting Lenderthen, and subject to the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make a will, not later than 1:30 p.m. on the borrowing date specified in such Notice of Swingline Loan to the Borrowers on such Business Day in Borrowing, make the amount of the Insufficiency; provided, however, the making of such its Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited available to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountBorrower.

Swingline Loans. (a) To During the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this AgreementCommitment Period, the Swingline Lender agrees agrees, in reliance upon the commitments of the Revolving Lenders set forth herein, to make a revolving credit loans in Dollars (the “Swingline Loan Loans”) to the Borrowers Borrower on such any Business Day in the amount of the InsufficiencyDay; provided, however, the making of such Swingline Loan shall not result in provided that (i) after giving effect to any Swingline Loan, (x) the aggregate principal amount Outstanding Amount of outstanding Swingline Loans exceeding shall not exceed TWENTY-FIVE MILLION DOLLARS ($5,000,000 25,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Swingline Sublimit”), (y) or with respect to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Commitments, and (z) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of the Outstanding Amount of Revolving Obligations shall not exceed its respective Revolving Commitment, (ii) the Revolving Exposure Borrower shall not use the proceeds of any Lender exceeding the Revolving Commitment of such Lender; providedSwingline Loan to refinance any outstanding Swingline Loan, further, however, that and (iii) the Swingline Lender shall not be required under any obligation to make a any Swingline Loan if it shall reasonably determine that it has, or by such Credit Extension is likely to refinance an outstanding have, Fronting Exposure. Swingline Loan. The proceeds of each Swingline Loan Loans shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits comprised solely of Base Rate Loans, and subject to the terms may be repaid and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except reborrowed in accordance with the procedures set forth provisions hereof. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a participation interest in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject in an amount equal to all other terms and conditions applicable to such Lender’s Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountCommitment Percentage thereof.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, Subject to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing each of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, Administrative Agent shall make each Revolving Loan, on behalf of Revolving Lenders and in the amount requested, available to Borrowers may borrow, prepay and reborrow Swingline Loans. For on the avoidance of doubt, applicable Funding Date in the Borrowers may not request a Swingline Loan except in accordance with the procedures manner set forth in the first sentence of subsection 2.1C. Each Revolving Loan made solely by Administrative Agent pursuant to this Section 2.03(a). Each subsection 2.1D is referred to in this Agreement as a "SWINGLINE LOAN" and such Swingline Loan shall be a Base Rate LoanRevolving Loans are referred to in this Agreement collectively as "SWINGLINE LOANS". Each Swingline Loan shall be subject to all other of the terms and conditions applicable to other Revolving Loans made pursuant to funded by Revolving Lenders (including, without limitation, the conditions set forth in Section 2.01(b4), except that all payments thereon shall be payable to the Swingline Lender Administrative Agent solely for its own accountaccount (other than as expressly set forth in the Inter-Lender Agreement). All Swingline Loans shall be secured by the Liens under the Collateral Documents and shall constitute Revolving Loans for all purposes hereunder and under each other Credit Document. At any time upon the occurrence and during the continuance of an Event of Default, Administrative Agent may request settlement of any Swingline Loans (a "SETTLEMENT") with the Revolving Lenders by notifying the Revolving Lenders of such requested Settlement by telecopy or telephone no later than 12:00 Noon (Chicago time) on the date of such requested Settlement (the "SETTLEMENT DATE"). Each Revolving Lender (excluding Administrative Agent in all events) agrees to transfer in immediately available funds the entire amount of such Revolving Lender's Pro Rata Share of the outstanding principal balance of the Swingline Loan with respect to which a Settlement has been requested to Administrative Agent, at such account of Administrative Agent as Administrative Agent may designate, no later than 2:00 p.m. (Chicago time) on the Settlement Date. The foregoing obligations of the Revolving Lenders in respect of Settlements shall be unconditional (it being understood for the avoidance of doubt that Settlements may occur during the existence of an Event of Default or Potential Event of Default and regardless of whether the applicable conditions set forth in Section 4 have been satisfied). Such amounts that are transferred by the Revolving Lenders to Administrative Agent shall be applied against the outstanding principal balance of the applicable Swingline Loan and shall constitute Revolving Loans of such Revolving Lenders, respectively. If any such amount in respect of a Swingline Loan is not transferred to Administrative Agent by any Revolving Lender on the Settlement Date applicable thereto, then Administrative Agent shall be unconditionally entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate applicable to such Swingline Loan hereunder.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject a)Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan Loans to the Borrowers on such Business Day Borrowers, from time to time during the Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount sum of outstanding the total Swingline Loans Exposures exceeding $5,000,000 (the “Swingline Sublimit”) Commitment or (ii) the sum of the total Revolving Exposure of any Lender Credit Exposures plus the total Competitive Loan Exposures exceeding the Revolving Commitment of such Lendertotal Commitments; provided, further, however, provided that (A) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanLoan and (B) the Swingline Lender shall not make a Swingline Loan if it shall have been notified by the Administrative Agent at the written request of the Required Lenders that a Default or an Event of Default has occurred and is continuing and that, as a result, no further Swingline Loans shall be made by it (a “Swingline Suspension Notice”). The proceeds of each Each Swingline Loan shall be credited to the Master Account made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject in an integral multiple of $1,000,000; provided that a Swingline Loan may be in an aggregate amount that is required to all other terms and conditions applicable to Revolving Loans made pursuant to finance the reimbursement of an LC Disbursement as contemplated by Section 2.01(b2.06(e), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan Loans to the Borrowers on such Business Day Borrower from time to time during the Revolving Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the sum of the total Revolving Exposure of any Lender Exposures exceeding the total Revolving Commitment of such LenderCommitments; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For Notwithstanding the avoidance foregoing, if at any time any Revolving Lender is a Defaulting Lender, such Defaulting Lender’s Pro Rata Share of doubt, the Borrowers may Swingline Loans will be reallocated among all Revolving Lenders that are not request a Swingline Loan except Defaulting Lenders (pro rata in accordance with their respective Pro Rata Shares) but only to the procedures extent (x) that no non-Defaulting Lender’s share of the Revolving Exposure shall exceed such non-Defaulting Lender’s Revolving Commitment and (y) the conditions set forth in Section 4.02 are satisfied at such time (in which case the first sentence Revolving Commitments of this Section 2.03(a). Each such Swingline Loan all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such Defaulting Lender’s participations in Swingline Loans or LC Exposures) for purposes of any determination of the Revolving Lenders’ respective Pro Rata Shares of the Swingline Loans (including for purposes of all fee calculations hereunder)); provided that if such reallocation cannot be made, the Borrower and such Defaulting Lender, on a Base Rate Loan. Each Swingline Loan shall joint and several basis, hereby agree, within two Business Days following notice by the Administrative Agent, to cause to be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to deposited with the Administrative Agent for the benefit of the Swingline Lender Cash Collateral or similar security reasonably satisfactory to such Swingline Lender (in its sole discretion) in the full amount of such Defaulting Lender’s Pro Rata Share of outstanding Swingline Loans. The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for its own accountthe benefit of the Swingline Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained as provided in Section 2.05(j). 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 Administrative Agent for the benefit of the Swingline Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swingline Loan, the Borrower and/or such Defaulting 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 Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swingline Lender in good faith), or if the Swingline Exposures have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, to make loans (each such loan, a “Swingline Loan”) to the Borrowers may borrowfrom time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of the Swingline Sublimit; provided, prepay however, that after giving effect to any Swingline Loan, (i) the Total Outstandings shall not exceed the Maximum Revolving Credit and reborrow (ii) the aggregate Outstanding Amount of the Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline LoansLoans at such time shall not exceed such Lender’s Commitment, and provided further that the Borrowers shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. For Within the avoidance of doubtforegoing limits, and subject to the other terms and conditions hereof, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of borrow under this Section 2.03(a)2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each such Swingline Loan shall be a Base Rate Loan. Each Immediately upon the making of a Swingline Loan Loan, each Lender shall be subject to all other terms deemed to, and conditions applicable to Revolving Loans made pursuant to Section 2.01(b)hereby irrevocably and unconditionally agrees to, except that all payments thereon shall be payable to purchase from the Swingline Lender for its own accounta 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) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan at any time and from time to time after the initial Borrowing Date and prior to the Borrowers on such Business Day Swingline Expiry Date swingline loans to Borrower ("Swingline Loans"), which Swingline Loans (i) shall be made and maintained as ABR Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed, in aggregate principal amount at any one time outstanding, the lesser of (A) the Maximum Swingline Amount and (B) the amount by which Swingline Lender's Commitment exceeds its share of the Insufficiencysum of all Revolving Credit Loans and Facility L/C Obligations and (v) shall be subject to the limitations set forth in Section 2.1(b) hereof; provided, however, that after giving effect to any Swingline Loan, (A) the making Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment and (B) the aggregate outstanding amount of the Revolving Credit Loans of any Lender plus such Lender's Ratable Share of the Facility L/C Obligations and outstanding Swingline Loans shall not exceed such Lender's Commitment. Swingline Lender will not make a Swingline Loan after it has received written notice from Borrower or the Required Lenders stating that a Default or an Event of Default exists until such time as Swingline Lender shall not result in have received a written notice of (i) rescission of such notice from the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (party or parties originally delivering the “Swingline Sublimit”) same or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment a waiver of such Lender; providedDefault or Event of Default, further, however, that the Swingline Lender shall not be as required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountAgreement.

Swingline Loans. (a) To Each Swingline Lender is authorized by the extent there are insufficient collected funds in Domestic Lenders and the Master AccountCanadian Lenders, as determined on applicable, to, and shall, make Swingline Loans at any Business Day time (subject to SECTION 2.06(b)) (i) to the Domestic Borrowers up to the amount of the sum of the Domestic Swingline Loan Ceiling, plus any Permitted Domestic Overadvances, and (ii) to the Canadian Borrower up 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 in its sole discretionor the Canadian Agent, to pay as applicable, and the fees and charges and other account activity in the Master Account for such Business Dayapplicable Swingline Lender (which notice, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and at the Swingline Lender’s discretion, may be submitted prior to 3:00 p.m. for the Domestic Borrowers and automatically and irrevocably requested12:00 noon for the Canadian Borrower, on the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of on which such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lenderis requested); provided, further, however, provided that the Swingline Lender shall not be required obligated to make a any Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan in its reasonable discretion if it shall determine (which determination shall be credited to the Master Account conclusive and binding absent manifest error) that it has, or by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance making of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan may have, Fronting Exposure. Swingline Loans shall be Prime Rate Loans and shall be subject to periodic settlement with the Domestic Lenders and Canadian Lenders, as applicable, (other than Tranche A-1 Lenders) under SECTION 2.22 below. Immediately upon the making of a Base Rate Swingline Loan, each Domestic Lender or Canadian Lender, as applicable, (other than Tranche A-1 Lenders) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, times the amount of such Swingline Loan. Each Swingline Loan Lender shall be subject have all of the benefits and immunities (A) provided to all other terms and conditions applicable the Agents in Article VIII with respect to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to any acts taken or omissions suffered by the Swingline Lender for its own accountin connection with Swingline Loans made by it or proposed to be made by it as if the term “Agents” as used in Article VIII included each Swingline Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to each Swingline Lender.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make a Swingline Loan to the Borrowers Loans, on such Business Day behalf of all Lenders, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) 15,000,000 or (ii) the Aggregate Revolving Credit Exposure of any Lender exceeding the lesser of the (x) Aggregate Revolving Commitment of such Lenderand (y) the Borrowing Base; provided, further, however, provided that the Swingline Lender Agent shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not To request a Swingline Loan, the Borrower shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 11:00 a.m., Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Agent shall make each Swingline Loan except available to the Borrower by means of a credit to the Funding Account (or, in accordance with the procedures case of a Swingline Loan made to finance the reimbursement of a Facility LC as provided in Section 2.1.2(e), by remittance to the LC Issuer, and in the case of repayment of another Loan or fees or expenses as provided herein, by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan. All Swingline loans shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the first sentence earlier of this Section 2.03(a)demand or the Facility Termination Date. Each The Agent may require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. In such event, the Agent shall give the Lenders notice, specifying the aggregate amount of Swingline Loans in which Lenders will participate, as well as each Lender's Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent such Lender's Pro Rata Share of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be a Base Rate Loanmade without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by transfer of immediately available funds, in the same manner as provided in Section 2.1.1(d) (and Section 2.1.1(d) shall apply, mutatis mutandis, to the payment obligations of the Lenders). Any amounts received by the Agent from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Agent of the proceeds of a sale of participations therein shall be subject promptly remitted by the Agent to all other terms and conditions applicable to Revolving Loans the Lenders that shall have made their payments pursuant to Section 2.01(b)this paragraph or retained by the Agent, except as their interests may appear; provided that all payments thereon any such payment so remitted shall be payable repaid to the Agent if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Lender for its own accountLoan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the The Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this AgreementAgent, the Swingline Lender agrees and the Lenders agree that in order to make facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests a CBFR Borrowing, the Swingline Loan Lender may, but shall have no obligation to, elect to have the Borrowers terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on such Business Day behalf of the Lenders and in the amount requested, same day funds to the Borrowers, on the date of the Insufficiency; provided, however, applicable Borrowing to the making of Funding Account (each such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that made solely by the Swingline Lender shall not be required pursuant to make this Section 2.05(a) is referred to in this Agreement as a Swingline Loan to refinance an outstanding “Swingline Loan. The proceeds of each Swingline Loan shall be credited ”), with settlement among them as to the Master Account by the Swingline Lender. Within the foregoing limits and subject Loans to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request take place on a Swingline Loan except in accordance with the procedures periodic basis as set forth in the first sentence of this Section 2.03(a2.05(d). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other the terms and conditions applicable to Revolving other CBFR Loans made pursuant to Section 2.01(b)funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender may, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 12:00 p.m., Chicago time, on each Business Day, make available to the Borrowers by means of a credit to the Funding Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrowers shall be deemed to have requested a CBFR Borrowing pursuant to Section 2.03 in the amount of such deficiency to be made on such Business Day. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), to the extent that from time to time on any Business Day funds are required under the DDA Access Product to reach the Target Balance (a “Deficiency Funding Date”), make available to the applicable Borrower the proceeds of a Swingline Loan in the amount of such deficiency, by means of a credit to the Funding Account on or before the start of business on the next succeeding Business Day, and such Swingline Loan shall be deemed made on such Deficiency Funding Date. The aggregate amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Availability (after giving effect to such Swingline Loan). All Swingline Loans shall be CBFR Borrowings.

Swingline Loans. (a) To Each Borrowing of Swingline Loans shall be made upon the extent there are insufficient collected funds in Borrower Representative’s irrevocable notice to the Master AccountSwingline Bank and the Administrative Agent, as determined on any Business Day which may be given by telephone. Each such notice must be received by the Swingline Bank and the Administrative Agent not later than 12:00 Noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $250,000 and integral multiples of $100,000 in its sole discretionexcess thereof, to pay (ii) whether the fees Swingline Loans requested shall consist of Base Rate Loans, Fed Funds Swingline Loans or a combination thereof and charges and other account activity in (iii) the Master Account for such requested borrowing date, which shall be a Business Day, . Each such telephonic notice must be confirmed promptly by delivery to the Borrower Representative shall be deemed to have given notice to Swingline Bank and the Administrative Agent of a written Notice of Swingline Loan Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Promptly after receipt by the Swingline Lender, and automatically and irrevocably requestedBank of any telephonic Notice of Swingline Loan Borrowing, the borrowing Swingline Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of a Swingline Loan Borrowing and, if not, the Swingline Bank will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Bank has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Bank) prior to 1:00 p.m. on the date of the proposed Borrowing of Swingline Lender Loans (A) directing the Swingline Bank not to make such Swingline Loan as a result of the limitations set forth in the amount first proviso to the first sentence of such insufficiency Section 2.1(b), or (B) that one or more of the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and applicable conditions specified in Section 5 is continuingnot then satisfied, and (y) no Lender is then a Defaulting Lenderthen, and subject to the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make a Bank will, not later than 1:30 p.m. on the borrowing date specified in such Notice of Swingline Loan to the Borrowers on such Business Day in Borrowing, make the amount of the Insufficiency; provided, however, the making of such its Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited available to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountBorrowers.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Loans (“Swingline Loan Loans”) to the Borrowers on such Business Day in Company solely for the Swingline Lender’s own account, from time to time during the Availability Period, up to an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any one time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) 25,000,000 or (ii) the Revolving Exposure sum of any Lender exceeding the Revolving Commitment aggregate Unused Commitments of the Lenders at such Lendertime being exceeded; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds Swingline Lender shall not make any Swingline Loan in the period commencing one Business Day after the Swingline Lender shall have received written notice in accordance with Section 11.6 of each this Agreement from Administrative Agent or any Lender that one or more of the conditions contained in Article III are not then satisfied or a Default or an Event of Default exists and ending upon the satisfaction or waiver of such condition(s) or cure or waiver of such Default or Event of Default. Swingline Loans shall bear interest at a rate per annum equal to the Alternate Base Rate from time to time in effect plus 100 basis points. Each outstanding Swingline Loan shall be credited payable on the Business Day following demand therefor or automatically without demand on the Revolving Credit Maturity Date, together with interest accrued thereon, and shall otherwise be subject to all other terms and conditions applicable to all Revolving Loans, except that all interest thereon shall be payable to the Master Account by Swingline Lender solely for its own account other than in the Swingline Lendercase of the purchase of a participation therein in accordance with Section 2.3(c) of this Agreement. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Company may borrow, prepay repay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan loans to the Borrowers Borrower in dollars from time to time on such any Business Day in during the amount period from the Effective Date to the tenth Business Day preceding the last day of the Insufficiency; provided, however, the making of such Swingline Loan shall Availability Period in an aggregate outstanding principal amount at any time that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Swingline Commitment or the sum of the total Revolving Commitment of such Lender; providedExposures exceeding the total Revolving Commitments, further, however, provided that the Swingline Lender shall not be required obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For Notwithstanding the avoidance of doubtforegoing, the Borrowers may Swingline Lender shall not request be required to make a Swingline Loan except if (i) prior thereto or simultaneously therewith the Borrower shall not have borrowed Revolving Loans, or (ii) any Credit Party shall have notified the Swingline Lender in accordance writing at least one Business Day prior to the date of borrowing with respect to such Swingline Loan, that the procedures conditions set forth in Section 5.2 have not been satisfied and such conditions remain unsatisfied as of the first sentence requested time of this Section 2.03(a). Each the making of such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject due and payable on the earlier to all other terms occur of the seventh day after the date such Swingline Loan was made and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountthird Business Day preceding the Maturity Date.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan Loans to each Borrower from time to time from and including the Closing Date (or, in the case of any Illinois Utility, the Accession Date for such Borrower) and prior to the Borrowers on Availability Termination Date for such Business Day Borrower, in the an amount of the Insufficiency; provided, however, the making of such Swingline Loan shall that will not result in the Swingline Exposure exceeding $200,000,000; provided that (i) at no time shall the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (Aggregate Revolving Credit Exposure exceed the “Swingline Sublimit”) or Aggregate Commitment, (ii) at no time shall the Revolving Committed Credit Exposure of any Lender exceeding exceed its Commitment, (iii) at no time shall the Revolving Commitment Borrower Credit Exposure of any Borrower exceed the Borrower Sublimit of such LenderBorrower and (iv) at no time shall the outstanding Swingline Loans made to any Borrower exceed the Borrower Swingline Sublimit of such Borrower; provided, further, however, and provided further that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may, severally and not jointly with the Borrowers may other Borrowers, borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To ______ For ease of administration, Base Margin Loans may be made by the extent there are insufficient collected funds SwingLine Lender (in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Dayaggregate, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x"SWINGLINE LOANS") no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in this Agreement for the first sentence making of this Section 2.03(aloans and advances under the Revolving Credit. The unpaid principal balance of the SwingLine Loans shall not at any one time be in excess of the SwingLine Loan Ceiling (which SwingLine Loan Ceiling is subject to amendments from time to time, by reasonable advance written notice by the Agent to the Lead Borrower). Each such Swingline Loan (b) ______ The aggregate unpaid principal balance of SwingLine Loans shall bear interest as if the same were loans and advances under the Revolving Credit. (c) ______ The obligation to repay SwingLine Loans shall be evidenced by a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(bNote (the "SWINGLINE NOTE") in the form of EXHIBIT 2.6(C), except that all payments thereon shall be annexed hereto, executed by the Lead Borrower on behalf of itself and the other Borrowers and payable to the Swingline SwingLine Lender. Neither the original nor a copy of the SwingLine Note shall be required, however, to establish or prove any Liability with respect to the SwingLine Loans. Upon the Lead Borrower being provided with an affidavit (which shall include an indemnity reasonably satisfactory to the Lead Borrower) from the Agent to the effect that the SwingLine Note has been lost, mutilated, or destroyed, the Lead Borrower shall on behalf of itself and the other Borrowers execute a replacement thereof and deliver such replacement to the SwingLine Lender. (d) ______ For all purposes of this Loan Agreement, the SwingLine Loans and the Lead Borrower's obligations to the SwingLine Lender for its own accountconstitute Revolving Credit Loans and are secured as "Liabilities".

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, Subject to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to upon the terms and conditions set forth herein, the Borrowers may borrowSwingline Bank agrees to make, prepay at any time and reborrow from time to time on or prior to the Swingline Loans. For the avoidance of doubtExpiry Date, a loan or loans (each, a "SWINGLINE LOAN" and, collectively, the Borrowers "SWINGLINE LOANS") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may not request a Swingline Loan except be repaid and reborrowed in accordance with the procedures set forth provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding that aggregate principal amount which, when added to the first sentence sum of (I) the aggregate principal amount of all Loans then outstanding and (II) the aggregate amount of all L/C Outstandings shall not exceed the lesser of the Commitments in effect at such time or the Borrowing Base at such time and (iv) shall not exceed the Maximum Swingline Amount. The Swingline Bank will not make a Swingline Loan after it has received written notice from the Required Banks stating that a Default or an Event of Default exists and specifically requesting that the Swingline Bank not make any Swingline Loans, PROVIDED that the Swingline Bank may continue making Swingline Loans at such time thereafter as the respective Default or Event of Default has been cured or waived in accordance with the requirements of this Section 2.03(a)Agreement or the Required Banks have withdrawn the written notice described above in this sentence. Each such In addition, the Swingline Bank shall not be obligated to make any Swingline Loan at a time when any Bank shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to in default of any of its obligations hereunder unless the Swingline Lender for its own account.Bank shall have entered into arrangements satisfactory to it and the

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject a)Subject to the terms and conditions of this Agreementhereof, the Swingline Lender Bank severally agrees to make a Swingline Loan portion of the Aggregate Revolving Commitment available to the Borrowers Company by making swingline loans (individually, a "Swingline Loan"; collectively, the "Swingline Loans") to the Company on such any Business Day in during the amount of period from the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) Closing Date to the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except 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 Swingline Bank's outstanding Loans, may exceed the Swingline Bank's Revolving Commitment (the amount of such commitment of the Swingline Bank to make Swingline Loans to the Company pursuant to this subsection 2.12(a), as the same shall be reduced pursuant to subsection 2.9(b) or as a result of any assignment pursuant to Section 11.8, the Swingline Bank's "Swingline Commitment"); provided, that at no time shall (i) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations exceed the Aggregate Revolving Commitment, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than four Swingline Loans may be outstanding at any one time. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this subsection 2.12(a), prepay pursuant to subsection 2.8 and reborrow pursuant to this subsection 2.12(a). The Company shall provide the Agent (with a copy to the Swingline Bank) irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) in the form of a Notice of Borrowing of any Swingline Loan requested hereunder (which notice must be received by the Swingline Bank and the Agent prior to 12:00 noon (San Francisco time) on the requested Borrowing date) specifying (i) the amount to be borrowed, (ii) the requested Borrowing date, which must be a Business Day, and (iii) with respect to any requested Swingline Loan after the date the Company gives the notice regarding allocation of Loans pursuant to Section 2.18, whether the requested Swingline Loan shall be allocated to the Revolving Facility Tranche or the Capital Expenditure Tranche. Upon receipt of the Notice of Borrowing, the Swingline Bank will immediately confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the Notice of Borrowing from the Company and, if not, the Swingline Bank will provide the Agent with a copy thereof. Unless the Swingline Bank has received notice prior to 2:00 p.m. on such Borrowing date from the Agent (A) directing the Swingline Bank not to make the requested Swingline Loan as a result of the limitations set forth in the proviso set forth in the first sentence of this Section 2.03(asubsection 2.12(a); or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the Swingline Bank will, not later than 3:00 p.m. (San Francisco time) on the Borrowing date specified in such Notice, make the amount of its Swingline Loan available to the Agent for the account of the Company at the Agent's Payment Office in funds immediately available to the Agent. Each The proceeds of such Swingline Loan will then promptly be made available to the Company by the Agent crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Swingline Bank and in like funds as received by the Agent. Each Borrowing pursuant to this Section shall be a Base Rate Loan. Each Swingline Loan shall be subject in an aggregate principal amount equal to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b)two hundred fifty thousand dollars ($250,000) or an integral multiple of one hundred thousand dollars ($100,000) in excess thereof, except that all payments thereon shall be payable to unless otherwise agreed by the Swingline Lender for its own accountBank.

Swingline Loans. (a) To During the extent there are insufficient collected funds Revolving Facility Availability Period, the Swingline Lender agrees, on the terms and conditions set forth in this Agreement, to make a Swingline Loan or Swingline Loans to the Master AccountBorrower from time to time, as determined which Swingline Loans: (i) shall be paid on any the earlier of the Revolving Facility Termination Date and the 10th Business Day by the Administrative Agent in its sole discretionafter such Swingline Loan is made (or, to pay the fees and charges and other account activity in the Master Account for if such date is not a Business Day, on the next succeeding Business Day) and is at least two Business Days after such Swingline Loan is made; provided that, on each date that a Borrowing is made, the Borrower Representative shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested, and provided further that to the extent not repaid by the Borrower on any such dates, the Borrower shall be deemed to have given notice requested Revolving Loans in an amount equal to the Administrative Agent Swingline Loans then outstanding; (ii) shall be made only in Dollars; (iii) may be repaid or prepaid and reborrowed in accordance with the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency provisions hereof; (the “Insufficiency”). So long as iv) may only be made if after giving effect thereto (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (iA) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 outstanding does not exceed the Swingline Commitment, and (the “Swingline Sublimit”) or (iiB) the Aggregate Revolving Facility Exposure of any Lender exceeding would not exceed the Total Revolving Commitment of such LenderCommitment; provided, further, however, that the Swingline Lender (v) shall not be made if, after giving effect thereto, the Borrower would be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds prepay Loans or Cash Collateralize Letters of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made Credit pursuant to Section 2.01(b)2.12(b) hereof; (vi) shall not be made if the proceeds thereof would be used to repay, except that all payments thereon in whole or in part, any outstanding Swingline Loan and (vii) at no time shall there be payable to the more than one (1) Borrowing of Swingline Lender for its own accountLoans outstanding hereunder.

Swingline Loans. (a) To Each Borrowing of Swingline Loans shall be made upon the extent there are insufficient collected funds in Borrower Representative’s irrevocable notice to the Master AccountSwingline Bank and the Administrative Agent, as determined on any Business Day which may be given by telephone. Each such notice must be received by the Swingline Bank and the Administrative Agent not later than 12:00 Noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $250,000 and integral multiples of $100,000 in its sole discretionexcess thereof, to pay (ii) whether the fees and charges and other account activity in Swingline Loans requested shall consist of Base Rate Loans, Daily LIBOR Swingline Loans or a combination thereof, (iii) the Master Account for such requested borrowing date, which shall be a Business Day, and (iv) the Borrower Representative shall applicable U.S. Borrower. Each such telephonic notice must be deemed confirmed promptly by delivery to have given notice to the Swingline Bank and the Administrative Agent of a written Notice of Swingline Loan Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Promptly after receipt by the Swingline Lender, and automatically and irrevocably requestedBank of any telephonic Notice of Swingline Loan Borrowing, the borrowing Swingline Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of a Swingline Loan Borrowing and, if not, the Swingline Bank will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Bank has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Bank) prior to 1:00 p.m. on the date of the proposed Borrowing of Swingline Lender Loans (A) directing the Swingline Bank not to make such Swingline Loan as a result of the limitations set forth in the amount first proviso to the first sentence of such insufficiency Section 2.1(b), or (B) that one or more of the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and applicable conditions specified in Section 5 is continuingnot then satisfied, and (y) no Lender is then a Defaulting Lenderthen, and subject to the terms and conditions hereof, not later than 3:00 p.m. on the borrowing date specified in such Notice of this AgreementSwingline Loan Borrowing, the Swingline Lender agrees to Bank will make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such its Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited available to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountU.S. Borrowers.

Swingline Loans. (a) To The Agent, the extent there are insufficient collected funds Swingline Lender and the Lenders agree that in order to facilitate the Master Accountadministration of this Agreement and the Loan Documents, as determined on any Business Day by promptly after Borrower requests a Domestic Rate Loan, the Administrative Agent Swingline Lender may elect, in its sole discretion, to pay have the fees terms of this Section 2.5(a) apply to such Borrower’s request by advancing, on behalf of the Lenders and charges and other account activity in the Master Account for such Business Dayamount requested, same day funds to Borrowers on the Borrower Representative shall be deemed to have given notice applicable borrowing date to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from Funding Account or other accounts as directed by Borrowers (each such Advance made solely by the Swingline Lender pursuant to this Section 2.5(a) is referred to in the amount of such insufficiency (the this Agreement as a “InsufficiencySwingline Advance”). So long , with settlement among them as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees Advance to make take place on a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures periodic basis as set forth in the first sentence of this Section 2.03(a2.5(c). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan Advance shall be subject to all other the terms and conditions applicable to Revolving other Domestic Rate Loans made pursuant to Section 2.01(b)funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account.. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $15,000,000. All Swingline Advances shall be subject to Section 2.2 hereof and Swingline Advances may not be made if the Swingline Lender has been notified by the Agent or the Required Lenders that a Default or Event of Default exists and that Swingline Advances may not be made. All Swingline Advances shall be Domestic Rate Loans. The Swingline Loans shall be evidenced by a promissory note (the “Swingline Note”) in substantially the form attached as Exhibit I.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions set forth herein and in the other Credit Documents and in reliance upon the agreements of this Agreementthe other Lenders set forth herein, the Swingline Lender agrees shall make loans, unless (x) any Lender at such time is a Defaulting Lender hereunder and (y) the Swingline Lender has not entered into arrangements satisfactory to it with the Borrower or such Defaulting Lender to eliminate the Fronting Exposure with respect to such Defaulting Lender in which case the Swingline Lender may in its sole discretion make a Swingline Loan loans, to the Borrowers on Borrower in Dollars at any time and from time to time from the Closing Date to but not including the Maturity Date for the Revolving Commitments, or such Business Day in earlier date as the amount of the Insufficiency; providedRevolving Commitments shall have been terminated as provided herein (each such loan, howevera “Swingline Loan” and collectively, the making of such “Swingline Loan shall not result in Loans”); provided that (i) the aggregate principal amount of outstanding the Swingline Loans exceeding $5,000,000 (outstanding at any one time shall not exceed the “Swingline Sublimit”) or Sublimit and (ii) with regard to the Lenders collectively, the amount of Revolving Obligations outstanding shall not exceed the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanCommitted Amount. The proceeds of each Swingline Loan shall be credited Prior to the Master Account Maturity Date, Swingline Loans may be repaid and reborrowed by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except Borrower in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountprovisions hereof.

Swingline Loans. (a) To Subject to the extent there are insufficient collected funds satisfaction of each of the conditions set forth in Section 5.2 and in this Section 2.16, BofA agrees, at the request of the Borrowers made through the Agent as set forth below, from time to time during the period from the Restatement Effective Date to the Revolving Termination Date, to make short-term loans to the Borrowers not to exceed in the Master Account, as determined on aggregate at any Business Day by one time outstanding the Administrative Agent in its sole discretionprincipal sum of $15,000,000, to pay be used for working capital purposes and general purposes of the fees Company and charges and other account activity the Restricted Subsidiaries (each such loan, a "Swingline Loan"). The availability of Swingline Loans is conditioned on the satisfaction of each of the following conditions (in addition to those contained in Section 5.2): (i) each Swingline Loan shall bear interest from the Master Account for time made until the time repaid, or until the time, if any, that such Business DaySwingline Loan is converted into a Base Rate Loan as provided below, at the rate(s) from time to time applicable to Base Rate Loans hereunder; (ii) at the time of making of any Swingline Loan, the Borrower Representative sum of the Effective Amount of all outstanding Swingline Loans plus the Effective Amount of all outstanding Revolving Loans plus the Effective Amount of all L/C Obligations, without duplication, shall be deemed to have given notice to not exceed the Administrative Agent and the aggregate Revolving Commitments; (iii) each Swingline LenderLoan, when made, all interest accrued thereon, and automatically all reimbursable costs and irrevocably requestedexpenses incurred or payable in connection therewith, the borrowing shall constitute an Obligation of Borrowers hereunder; and (iv) each request for a Swingline Loan from BofA pursuant to this Section 2.16 shall be made by the Swingline Lender in Borrowers to the amount of such insufficiency (Agent, shall be funded by BofA through the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuingAgent, and shall be repaid by the Borrowers through the Agent (y) no Lender is then a Defaulting Lender, and subject in order that the Agent may keep an accurate record of the outstanding balance at any time of Swingline Loans so as to monitor compliance with the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(aprovisions hereof). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject made upon the Borrowers' irrevocable written notice delivered to all other terms and conditions applicable the Agent substantially in the form of a Notice of Borrowing (which notice must be received by the Agent prior to Revolving Loans made pursuant to Section 2.01(b1:00 p.m. (New York City time) on the requested date of such Swingline Loan), except that all payments thereon shall be payable to the Swingline Lender for its own account.specifying:

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan Loans to the Borrowers on such Business Day Borrowers, from time to time during the Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount sum of outstanding the total Swingline Loans Exposures exceeding $5,000,000 (the “Swingline Sublimit”) Commitment or (ii) the sum of the total Revolving Exposure of any Lender Credit Exposures plus the total Competitive Loan Exposures exceeding the Revolving Commitment of such Lendertotal Commitments; provided, further, however, provided that (A) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline LoanLoan and (B) the Swingline Lender shall not make a Swingline Loan if it shall have been notified by the Administrative Agent at the written request of the Required Lenders that a Default or an Event of Default has occurred and is continuing and that, as a result, no further Swingline Loans shall be made by it (a “Swingline Suspension Notice”). The proceeds of each Each Swingline Loan shall be credited to the Master Account made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject in an integral multiple of $1,000,000; provided that a Swingline Loan may be in an aggregate amount that is required to all other terms and conditions applicable to Revolving Loans made pursuant to finance the reimbursement of an LC Disbursement as contemplated by Section 2.01(b2.06(e), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan loans to the Borrowers Borrower in dollars from time to time on such any Business Day in during the amount period from the Effective Date to the tenth Business Day preceding the last day of the Insufficiency; provided, however, the making of such Swingline Loan shall Availability Period in an aggregate outstanding principal amount at any time that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Swingline Commitment or the sum of the total Revolving Commitment of such Lender; providedExposures exceeding the total Revolving Commitments, further, however, provided that the Swingline Lender shall not be required obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For Notwithstanding the avoidance of doubtforegoing, the Borrowers may Swingline Lender shall not request be required to make a Swingline Loan except if (1) prior thereto or simultaneously therewith the Borrower shall not have borrowed Revolving Loans, or (1) any Credit Party shall have notified the Swingline Lender in accordance writing at least one Business Day prior to the date of borrowing with respect to such Swingline Loan, that the procedures conditions set forth in Section 5.2 have not been satisfied and such conditions remain unsatisfied as of the first sentence requested time of this Section 2.03(a). Each the making of such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject due and payable on the earlier to all other terms occur of the seventh day after the date such Swingline Loan was made and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountthird Business Day preceding the Maturity Date.

Swingline Loans. (a) To Agent, Swingline Lender and Lenders agree that in order to facilitate the extent there are insufficient collected funds in administration of this Agreement and the Master AccountOther Documents, as determined promptly after Borrowing Agent requests a Domestic Rate Loan on any Business Day by the Administrative Agent behalf of a Borrower, Swingline Lender may elect, in its sole discretion, to pay have the fees terms of this Section 2.5(a) apply to such Borrower’s request by advancing, on behalf of Lenders and charges and other account activity in the Master Account for such Business Dayamount requested, the Borrower Representative shall be deemed to have given notice same day funds to the Administrative Agent and applicable Borrower on the Swingline Lender, and automatically and irrevocably requested, the applicable borrowing of a Swingline Loan from date (each such Advance made solely by the Swingline Lender pursuant to this Section 2.5(a) is referred to in the amount of such insufficiency (the this Agreement as a “InsufficiencySwingline Advance”). So long , with settlement among them as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees Advance to make take place on a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures periodic basis as set forth in the first sentence of this Section 2.03(a2.5(c). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan Advance shall be subject to all other the terms and conditions applicable to Revolving other Domestic Rate Loans made pursuant to Section 2.01(b)funded by Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $10,000,000. All Swingline Advances shall be subject to Section 2.2 hereof and Swingline Advances may not be made if the Swingline Lender has been notified by Agent or Required Lenders that a Default exists and that Swingline Advance may not be made. All Swingline Advances shall be Domestic Rate Loans. The Swingline Loans shall be evidenced by a promissory note (the “Swingline Note”) in substantially the form attached as Exhibit 2.5(a).

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day The Swingline Lender is authorized by the Administrative Agent Lenders to, and may, in its sole discretion, make Swingline Loans at any time (subject to pay Section 2.16(b)) to the fees and charges and other account activity in Borrowers up to the Master Account for such Business Dayamount of the sum of the Swingline Loan Ceiling, the plus any Permitted Overadvances, upon a notice of Borrowing from Lead Borrower Representative shall be deemed to have given notice to received by the Administrative Agent and the Swingline LenderLender (which notice, and automatically and irrevocably requested, the borrowing of a Swingline Loan from at the Swingline Lender in Lender’s discretion, may be submitted prior to 2:00 p.m. (New York City time) for the amount of such insufficiency (the “Insufficiency”Borrowers). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, provided that the Swingline Lender shall not be required obligated to make any Swingline Loan. Swingline Loans shall be ABR Loans and shall be subject to periodic settlement with the Lenders under Section 2.17 below. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to refinance an outstanding the product of such Lender’s Pro Rata Share, times the amount of such Swingline Loan. The proceeds Swingline Lender shall have all of each Swingline Loan shall be credited the benefits and immunities (A) provided to the Master Account Agents in Article 12 with respect to any acts taken or omissions suffered by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Lender in connection with Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant by it or proposed to Section 2.01(b)be made by it as if the term “Agents” as used in Article 12 included the Swingline Lender with respect to such acts or omissions, except that all payments thereon shall be payable and (B) as additionally provided herein with respect to the Swingline Lender for its own accountLender.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day The Swingline Lender is authorized by the Administrative Agent in its sole discretionLenders, and shall make, Swingline Loans at any time (subject to pay SECTIONSection 2.06(b)) to the fees and charges and other account activity in Borrowers up to the Master Account for such Business Dayamount of the sum of (i) the Swingline Loan Ceiling, the upon a notice of Borrowing from Lead Borrower Representative shall be deemed to have given notice to received by the Administrative Agent and the Swingline LenderLender (which notice, and automatically and irrevocably requested, the borrowing of a Swingline Loan from at the Swingline Lender in Lender’s discretion, may be submitted prior to 3:00 p.m. on the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of on which such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or is requested), plus (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such LenderPermitted Overadvances; provided, further, however, provided that the Swingline Lender shall not be required obligated to make a any Swingline Loan in its reasonable discretion if any Lender at such time is a Defaulting Lender, unless the Swingline Lender has entered into satisfactory arrangements with the Borrowers or such Lender to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by eliminate the Swingline Lender. Within the foregoing limits and subject ’s actual or potential Fronting Exposure (after giving effect to SECTIONSection 8.15(a)(iv)) with respect to the terms and conditions set forth herein, Defaulting Lender arising from either (x) the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such then proposed to be issued or (y) that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. Swingline Loans shall be a Base Prime Rate Loan. Each Swingline Loan Loans and shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to periodic settlement with the Swingline Lender for its own account.Lenders under SECTION 2.22

Swingline Loans. Each Dollar Revolving 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 Dollar Applicable Percentage of such Swingline Loan or Swingline Loans. Each Dollar Revolving Lender acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.02 unless, at least one Business Day prior to the time such Swingline Loan was made, the Majority in Interest of the Dollar Revolving Lenders shall have notified the Swingline Lender (awith a copy to the Administrative Agent) To in writing that, as a result of one or more events or circumstances described in such notice, one or more of the extent there are insufficient collected funds conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the Master Accountevent the Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Dollar Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Dollar Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Dollar Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as determined on any Business Day provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Dollar Revolving Lenders under this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Dollar Revolving Lenders. The Administrative Agent shall notify the Borrowers of any participations in its sole discretionany Swingline Loan acquired pursuant to this paragraph, to pay the fees and charges and other account activity thereafter payments in the Master Account for respect of such Business Day, the Borrower Representative Swingline Loan shall be deemed to have given notice made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from a Borrower (or other Person on behalf of a Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Dollar Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of as their interests may appear; provided that any such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan payment so remitted shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable repaid to the Swingline Lender or to the Administrative Agent, as applicable, and thereafter to the applicable Borrower, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the applicable Borrower of its own accountobligation to repay such Swingline Loan.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master AccountThe Swingline Bank, as determined on any Business Day by the Administrative Agent in its sole discretionindividual capacity, to pay the fees and charges and other account activity in the Master Account for such Business Dayagrees, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth hereinin this Agreement, the Borrowers may borrow, prepay and reborrow to make revolving loans (“Swingline Loans. For ”) in Dollars to the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of Borrower pursuant to this Section 2.03(a). Each from time to time prior to the Termination Date; provided that, immediately after each such Swingline Loan is made (i) the aggregate outstanding principal amount of all Swingline Loans shall be a Base Rate Loannot exceed the Swingline Commitment Amount, and (ii) the Aggregate Usage would not exceed the aggregate Commitments. The Agent will, upon request of the Swingline Bank, confirm the Aggregate Usage. Each Swingline Loan shall be subject in a minimum principal amount equal to all other terms the lesser (such lesser amount, “Minimum Swingline Amount”) of (x) $1,000,000 or any larger integral multiple of $1,000,000 and conditions applicable (y) the unused Swingline Commitment Amount. Within the foregoing limits, the Borrower may borrow under this Section, prepay Swingline Loans to Revolving Loans made pursuant the extent permitted by Section 2.12 and reborrow under this Section at any time prior to Section 2.01(b), except that all payments thereon the Termination Date. Notwithstanding anything to the contrary contained in this Agreement (1) the Swingline Bank shall not be obligated to make any Swingline Loan at a time when any Bank shall be payable in default of its obligations hereunder unless arrangements to eliminate the Swingline Bank’s risk with respect to such Defaulting Bank’s participation in such Swingline Loan shall have been made for the benefit of the Swingline Bank and such arrangements are satisfactory to the Swingline Lender for its own accountBank, and (2) the Swingline Bank shall not make a Swingline Loan if, no later than one Domestic Business Day prior to the date of Borrowing with respect to such Swingline Loan, it shall have received written notice from any Bank that the conditions set forth in Article 3 with respect thereto have not been satisfied.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan Loans denominated in Dollars to the Borrowers on such Business Day Company from time to time during the Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) Sublimit or (ii) the sum of the Aggregate Revolving Exposure of any Lender Exposures exceeding the Revolving Commitment of such LenderAggregate Commitments; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Company may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not To request a Swingline Loan except in accordance with Loan, the procedures set forth in Borrower shall notify the first sentence Administrative Agent of this Section 2.03(asuch request by telephone (confirmed by facsimile), not later than noon, New York time, on the day of a proposed Swingline Loan. Each such Swingline Loan notice shall be irrevocable and shall specify the requested date (which shall be a Base Rate Business Day) and amount of the requested Swingline Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to The Administrative Agent will promptly advise the Swingline Lender for its own accountof any such notice received from the Company. The Swingline Lender shall make each Swingline Loan available to the Company 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 2.13(e), by remittance to the Issuing Bank) by 2:00 p.m., New York time, on the requested date of such Swingline Loan.

Swingline Loans. (a) To In order to reduce the extent there are insufficient collected frequency of transfers of funds in the Master Account, as determined on any Business Day by the Administrative from Lenders to Agent in its sole discretion, to pay the fees for making Revolving Credit Loans and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So so long as (x) no Default or Event of Default has occurred and is continuingexists, and Agent shall be permitted (ybut not required) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Revolving Credit Loans to Borrowers upon request by Borrower Representative (such Revolving Credit Loans to be designated as "Swingline Loan to Loans"); provided that the Borrowers on such Business Day in the aggregate amount of the Insufficiency; provided, however, the making of such Swingline Loan shall Loans outstanding at any time will not result in (i) exceed $30,000,000; (ii) when added to the aggregate principal amount of Agent's other Revolving Credit Loans then outstanding Swingline Loans exceeding $5,000,000 (plus Agent's Revolving Loan Percentage of the “Swingline Sublimit”) LC Amount, exceed Agent's Revolving Loan Commitment; or (iiiii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited when added to the Master Account by principal amount of all other Revolving Credit Loans then outstanding plus the Swingline LenderLC Amount, exceed the Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrowers may borrow, prepay repay and reborrow Swingline Loans. For All Swingline Loans shall be treated as Revolving Credit Loans for purposes of this Agreement, except that, notwithstanding anything herein to the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures contrary (other than as set forth in the first sentence next succeeding sentence), all principal and interest paid with respect to Swingline Loans shall be for the sole account of this Section 2.03(a)Agent in its capacity as the lender of Swingline Loans. Each Notwithstanding the foregoing, not less frequently than once per month and not more than 2 Business Days after (a) Lenders receive notice from Agent that a Swingline Loan has been advanced in respect of a drawing under a Letter of Credit or LC Guaranty or (b) in any other circumstance, demand is made by Agent during the continuance of an Event of Default, each Lender shall irrevocably and unconditionally purchase and receive from Agent, without recourse or warranty from Agent, an undivided interest and participation in each Swingline Loan to the extent of such Lender's Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to such Lender's Revolving Loan Percentage of such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline SublimitLimit”) or (ii) the Revolving Credit Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b)2.01, except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Borrower may request Swingline Lender agrees Loans in Dollars from time to make a Swingline Loan to time during the Borrowers on such Business Day Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or 40,000,000, (ii) the Swingline Lender’s Revolving Credit Exposure of any Lender exceeding its Commitment or (iii) the Total Revolving Credit Exposure exceeding the Revolving Commitment of such LenderAggregate Commitment; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be credited to the Master Account conclusive and binding absent manifest error) that it has, or by the Swingline Lendersuch Credit Event may have, Fronting Exposure. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay borrow and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Loans and prepay any Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loanmade to it. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b)an ABR Loan. Immediately upon the making of a Swingline Loan, except that all payments thereon each Lender shall be payable to deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender for its own accounta risk participation in such Swingline Loan in an amount equal to the product of such Xxxxxx’s Applicable Percentage times the amount of such Swingline Loan.

Swingline Loans. (a) To During the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this AgreementCommitment Period, the Swingline Lender agrees agrees, in reliance upon the commitments of the Revolving Lenders set forth herein, to make a revolving credit loans (the “Swingline Loan Loans”), in Dollars, to the Borrowers Borrower on such any Business Day in the amount of the InsufficiencyDay; provided, however, the making of such Swingline Loan shall not result in provided that (i) after giving effect to any Swingline Loan (x) the aggregate principal amount Outstanding Amount of outstanding Swingline Loans exceeding shall not exceed TWENTY-FIVE MILLION DOLLARS ($5,000,000 25,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Swingline Sublimit”), (y) or with respect to the Revolving Lenders collectively, the Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (z) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Commitment Percentage of Revolving Obligations shall not exceed its respective Revolving Committed Amount, (ii) the Revolving Exposure Borrower shall not use the proceeds of any Lender exceeding the Revolving Commitment of such Lender; providedSwingline Loan to refinance any outstanding Swingline Loan, further, however, that and (iii) the Swingline Lender shall not be required under any obligation to make a any Swingline Loan if it shall reasonably determine that it has, or by such Credit Extension is likely to refinance an outstanding have, Fronting Exposure. Swingline Loan. The proceeds of each Swingline Loan Loans shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits comprised solely of Base Rate Loans, and subject to the terms may be repaid and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except reborrowed in accordance with the procedures set forth provisions hereof. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a participation interest in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject in an amount equal to all other terms and conditions applicable to such Lender’s Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountCommitment Percentage thereof.

Swingline Loans. (a) To Each Borrowing of Swingline Loans shall be made upon the extent there are insufficient collected funds in Borrower Representative’s irrevocable notice to the Master AccountSwingline Bank and the Administrative Agent, as determined on any Business Day which may be given by telephone. Each such notice must be received by the Swingline Bank and the Administrative Agent not later than 12:00 Noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $250,000 and integral multiples of $100,000 in its sole discretionexcess thereof, to pay (ii) whether the fees and charges and other account activity in Swingline Loans requested shall consist of Base Rate Loans, Daily LIBOR Swingline Loans or a combination thereof, (iii) the Master Account for such requested borrowing date, which shall be a Business Day, and (iv) the Borrower Representative shall applicable U.S. Borrower. Each such telephonic notice must be deemed confirmed promptly by delivery to have given notice to the Swingline Bank and the Administrative Agent of a written Notice of Swingline Loan Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Promptly after receipt by the Swingline Lender, and automatically and irrevocably requestedBank of any telephonic Notice of Swingline Loan Borrowing, the borrowing Swingline Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of a Swingline Loan Borrowing and, if not, the Swingline Bank will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Bank has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Bank) prior to 1:00 p.m. on the date of the proposed Borrowing of Swingline Lender Loans (A) directing the Swingline Bank not to make such Swingline Loan as a result of the limitations set forth in the amount first proviso to the first sentence of such insufficiency Section 2.1(b), or (B) that one or more of the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and applicable conditions specified in Section 5 is continuingnot then satisfied, and (y) no Lender is then a Defaulting Lenderthen, and subject to the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make a Bank will, not later than 1:30 p.m. on the borrowing date specified in such Notice of Swingline Loan to the Borrowers on such Business Day in Borrowing, make the amount of the Insufficiency; provided, however, the making of such its Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited available to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountU.S. Borrowers.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, --------------- from time to time until the Borrowers Swingline Termination Date, the Swingline Lender, at the request of the Company and at the sole discretion of the Swingline Lender, may borrowmake, prepay and reborrow under the Multi-Year Facility, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans. For ") to the avoidance of doubt-------------- --------------- Company, the Borrowers which Swingline Loans (i) shall be denominated in Dollars, (ii) may not request a Swingline Loan except be repaid and reborrowed in accordance with the procedures set forth provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the first sentence sum of the aggregate principal Dollar Equivalent amount of outstanding Revolving Credit Loans made under the Multi-Year Facility plus the aggregate ---- principal amount of Competitive Bid Loans made thereunder at any time, the Multi-Year Facility Commitment less the sum of all outstanding L/C Obligations, ---- (iv) shall not exceed in aggregate principal amount at any time outstanding the Swingline Maximum and (v) shall bear interest at the Base Rate. Notwithstanding anything to the contrary contained in this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b2.6(a), except that all payments thereon shall be payable to (x) the Swingline Lender for its own accountshall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Company to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Commitment Percentage of the outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or (B) of the waiver of such Default or Event of Default by the Required Lenders.

Swingline Loans. (a) To The Administrative Agent, the extent there are insufficient collected funds Swingline Lender and the Lenders agree that in order to facilitate the Master Accountadministration of this Agreement and the other Loan Documents, as determined on any Business Day by promptly after the Administrative Agent Borrower requests an ABR Borrowing, the Swingline Lender may elect, in its sole discretion, to pay have the fees terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuingrequested, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan same day funds to the Borrowers on the applicable Borrowing date to the Funding Account (each such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that made solely by the Swingline Lender shall not be required pursuant to make this Section 2.05(a) is referred to in this Agreement as a Swingline Loan to refinance an outstanding “Swingline Loan. The proceeds of each Swingline Loan shall be credited ”), with settlement among them as to the Master Account by the Swingline Lender. Within the foregoing limits and subject Loans to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request take place on a Swingline Loan except in accordance with the procedures periodic basis as set forth in the first sentence of this Section 2.03(a2.05(c). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other the terms and conditions applicable to Revolving other ABR Loans made pursuant to Section 2.01(b)funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $4,000,000. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Availability (after giving effect to such Swingline Loan). Swingline Loans may not be made if the Swingline Lender has been notified by the Administrative Agent or the Required Lenders that a Default exists and that Swingline Loans may not be made. All Swingline Loans shall be ABR Borrowings.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementhereof, the Swingline Lender Bank agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount portion of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; providedavailable to Holdings by making swingline loans denominated in Dollars (individually, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding "Swingline Loan. The proceeds of each ", and, collectively, the "Swingline Loan shall be credited Loans") to Holdings on any Business Day during the period from the Effective Date to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except Revolving Termination Date in accordance with the procedures set forth in the first sentence of this Section 2.03(a2.06 in an aggregate principal amount at any one time outstanding not to exceed Fifteen Million Dollars ($15,000,000). Each , notwithstanding the fact that such Swingline Loan Loans, when aggregated with any other Credit Extensions made by or participated in by the Swingline Bank, may exceed the Swingline Bank's Revolving Commitment (the amount of such commitment of the Swingline Bank to make Swingline Loans to Holdings pursuant to this subsection 2.06(a), as the same shall be reduced pursuant to Section 2.05 or 2.08 or as a result of any assignment pursuant to Section 11.08, the Swingline Bank's "Swingline Commitment"); provided that at no time shall (i) the sum of the Effective Amount of all Swingline Loans plus the Effective Amount of all Revolving Loans plus the Effective Amount of all L/C Obligations exceed the combined Revolving Commitments of the Banks, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than three Swingline Loans may be outstanding at any one time, and all Swingline Loans shall at all times accrue interest at the Base Rate Loanor at such other rate as may be agreed to by the Swingline Bank and Holdings. Each Swingline Loan shall be Within the foregoing limits, and subject to all the other terms and conditions applicable to Revolving Loans made hereof, Holdings may borrow under this subsection 2.06(a), prepay pursuant to Section 2.01(b2.07 and reborrow pursuant to this subsection 2.06(a), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this AgreementThe Agent, the Swingline Lender agrees and the Revolving Lenders agree that in order to make a facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrowers request an ABR Borrowing, the Swingline Loan Lender may elect to have the terms of this Section 2.06(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and in the amount requested, same day funds to the Borrowers on the applicable Borrowing date to the Funding Account (each such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that made solely by the Swingline Lender shall not be required pursuant to make this Section 2.06(a) is referred to in this Agreement as a Swingline Loan to refinance an outstanding “Swingline Loan. The proceeds of each Swingline Loan shall be credited ”), with settlement among them as to the Master Account by the Swingline Lender. Within the foregoing limits and subject Loans to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request take place on a Swingline Loan except in accordance with the procedures periodic basis as set forth in the first sentence of this Section 2.03(a2.06(c). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other the terms and conditions applicable to Revolving other ABR Loans made pursuant to Section 2.01(b)funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 3:00 p.m., Central time, on each Business Day, make available to the Borrowers by means of a credit to the Funding Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Cash Management Account that day (as determined based on notice from the Agent). The aggregate amount of Swingline Loans outstanding at any time shall not exceed $17,500,000. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Availability (immediately before giving effect to such Swingline Loan). Swingline Loans may be made even if a Default exists, but may not be made if the conditions precedent set forth in Section 4.02 (other than the condition set forth in Section 4.02(c)) have not been satisfied. All Swingline Loans shall be ABR Borrowings.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice Subject to the Administrative Agent provisions of this Section 2.8 and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the other terms and conditions of set forth in this Agreement, the Swingline Lender agrees to make a Swingline Loan lend to thE Borrower and the Borrower may borrow, repay and reborrow from time to time between the Effective Date and the date which is five (5) days prior to the Borrowers on Maturity Date, such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the sums as are requested by Borrower up to a maximum aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 outstanding (after giving effect to all amounts requested) at any one time equal to the “Swingline Sublimit”Commitment, provided that the (i) or Outstanding Obligations, including the outstanding amount of Swingline Loans (after giving effect to all amounts requested) shall not at any time exceed the Maximum Credit Amount, (ii) the Revolving Exposure sum of the Tranche A Obligations (including any Lender exceeding Swingline Loans deemed to use the Revolving Commitment Tranche A Commitments as provided below) and the Tranche A Letter of such Lender; provided, further, however, that the Swingline Lender Credit Obligations shall not at any time exceed the Tranche A Commitments and (iii) the sum of the Tranche B Obligations (including any Swingline Loans deemed to use the Tranche B Commitments as provided below) and the Tranche B Letter of Credit Obligations shall not at any time exceed the Tranche B Commitments. All Swingline Loans will be required Prime Rate Loans. Notwithstanding any other provision of this Agreement to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of the contrary, each Swingline Loan shall be credited a Tranche A Loan and shall be deemed to use the Master Account by Tranche A Commitments, unless the Swingline Lender. Within the foregoing limits Tranche A Commitments have been fully used and subject to the terms and conditions set forth hereinare not available at such time for Loan, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each which case such Swingline Loan shall be a Base Rate Tranche B Loan. Each Swingline Loan , if such Tranche B Commitments are available, and shall be subject deemed to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to use the Swingline Lender for its own accountTranche B Commitments.

Swingline Loans. (a) To Each Multicurrency Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in N.Z. Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the extent there are insufficient collected funds occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Multicurrency Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the Master Accountsame manner as provided in Section 2.02(c) with respect to Loans made by such Revolving Credit Lender (and Section 2.02(c) shall apply, as determined on any Business Day by mutatis mutandis, to the payment obligations of the Revolving Credit Lenders) and the Administrative Agent shall promptly pay to the N.Z. Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the New Zealand Borrower of any participations in its sole discretion, any N.Z. Swingline Loan of such Borrower acquired pursuant to pay the fees this paragraph and charges and other account activity thereafter payments in the Master Account for respect of such Business Day, the Borrower Representative Swingline Loan shall be deemed to have given notice made in dollars and to the Administrative Agent and the not to a N.Z. Swingline Lender, and automatically and irrevocably requested, . Any amount received by a Swingline Lender from the borrowing applicable Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Lender after receipt by such N.Z. Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amount received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made their payments pursuant to this paragraph and to the applicable N.Z. Xxxxxxxxx Xxxxxx, as their interests may appear. The purchase of participations in a N.Z. Swingline Loan pursuant to this paragraph shall not result in relieve the applicable Borrower (ior other party liable for obligations of such Borrower) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth default in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountpayment thereof.

Swingline Loans. (a) To In order to reduce the extent there are insufficient collected frequency of transfers of funds in the Master Account, as determined on any Business Day by the Administrative from Lenders to Agent in its sole discretion, to pay the fees for making Revolving Credit Loans and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So so long as (x) no Default or Event of Default has occurred and is continuingexists, and Agent shall be permitted (ybut not required) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Revolving Credit Loans to Borrowers upon request by Borrowers (such Revolving Credit Loans to be designated as “Swingline Loan to Loans”) provided that the Borrowers on such Business Day in the aggregate amount of the Insufficiency; provided, however, the making of such Swingline Loan shall Loans outstanding at any time will not result in (i) exceed $5,000,000; (ii) when added to the aggregate principal amount of Agent’s other Revolving Credit Loans then outstanding Swingline Loans exceeding $5,000,000 (plus Agent’s Revolving Loan Percentage of the “Swingline Sublimit”) LC Amount, exceed Agent’s Revolving Loan Commitment; or (iiiii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited when added to the Master Account by principal amount of all other Revolving Credit Loans then outstanding plus the Swingline LenderLC Amount, exceed the Borrowing Base minus Reserves. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrowers may borrow, prepay repay and reborrow Swingline Loans. For All Swingline Loans shall be treated as Revolving Credit Loans for purposes of this Agreement, except that (a) all Swingline Loans shall be Base Rate Revolving Loans and (b) notwithstanding anything herein to the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures contrary (other than as set forth in the first sentence next succeeding sentence), all principal and interest paid with respect to Swingline Loans shall be for the sole account of this Section 2.03(a)Agent in its capacity as the lender of Swingline Loans. Each Notwithstanding the foregoing, not more than 2 Business Days after (1) Lenders receive notice from Agent that a Swingline Loan has been advanced in respect of a drawing under a Letter of Credit or LC Guaranty or (2) in any other circumstance, demand is made by Agent during the continuance of an Event of Default, each Lender shall irrevocably and unconditionally purchase and receive from Agent, without recourse or warranty from Agent, an undivided interest and participation in each Swingline Loan to the extent of such Lender’s Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to such Lender’s Revolving Loan Percentage of such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make a Swingline Loan to the Borrowers Loans, on such Business Day behalf of all Lenders, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) 15,000,000 or (ii) the Revolving Aggregate Credit Exposure of any Lender exceeding the Revolving lesser of the (x) Aggregate Commitment of such Lenderand (y) the Borrowing Base; provided, further, however, provided that the Swingline Lender Agent shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not To request a Swingline Loan, the Borrower shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 11:00 a.m., Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Agent shall make each Swingline Loan except available to the Borrower by means of a credit to the Funding Account (or, in accordance with the procedures case of a Swingline Loan made to finance the reimbursement of a Facility LC as provided in Section 2.1.2(e), by remittance to the LC Issuer, and in the case of repayment of another Loan or fees or expenses as provided herein, by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan. All Swingline loans shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the first sentence earlier of this Section 2.03(a)demand or the Facility Termination Date. Each The Agent may require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. In such event, the Agent shall give the Lenders notice, specifying the aggregate amount of Swingline Loans in which Lenders will participate, as well as each Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent such Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be a Base Rate Loanmade without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by transfer of immediately available funds, in the same manner as provided in Section 2.1.1(d) (and Section 2.1.1(d) shall apply, mutatis mutandis, to the payment obligations of the Lenders). Any amounts received by the Agent from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Agent of the proceeds of a sale of participations therein shall be subject promptly remitted by the Agent to all other terms and conditions applicable to Revolving Loans the Lenders that shall have made their payments pursuant to Section 2.01(b)this paragraph or retained by the Agent, except as their interests may appear; provided that all payments thereon any such payment so remitted shall be payable repaid to the Agent if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Lender for its own accountLoan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the The Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this AgreementAgent, the Swingline Lender agrees and the Revolving Lenders agree that in order to make facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing or a Canadian Prime Rate Borrowing, the Swingline Loan Lender may elect in its discretion to have the Borrowers terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on such Business Day behalf of the Revolving Lenders and in the amount requested, same day funds to the applicable Borrowers, on the date of the Insufficiency; provided, however, applicable Borrowing to the making of Funding Account(s) (each such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that made solely by the Swingline Lender shall not be required pursuant to make this Section 2.05(a) is referred to in this Agreement as a Swingline Loan to refinance an outstanding “Swingline Loan. The proceeds of each Swingline Loan shall be credited ”), with settlement among them as to the Master Account by the Swingline Lender. Within the foregoing limits and subject Loans to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request take place on a Swingline Loan except in accordance with the procedures periodic basis as set forth in the first sentence of this Section 2.03(a2.05(c). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other the terms and conditions applicable to other ABR Loans and Canadian Prime Rate Loans funded by the Revolving Loans made pursuant to Section 2.01(b)Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender may, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 2:00 p.m., New York City time, on each Business Day, make available to the Borrowers by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrowers shall be deemed to have requested an ABR Borrowing or a Canadian Prime Rate Borrowing, as applicable, pursuant to Section 2.03 in the amount of such deficiency to be made on such Business Day. The Swingline Lender shall not make any Swingline Loan if after giving effect to such Swingline Loan, in an aggregate principal amount at any time outstanding that will result in (i) the aggregate principal Dollar Equivalent of outstanding Swingline Loans exceeding the Swingline Sublimit, (ii) the Swingline Lender’s Revolving Exposure exceeding its Revolving Commitment, (iii) the Aggregate Revolving Exposure exceeding the lesser of the Aggregate Revolving Commitment and the Borrowing Base or (iv) the Canadian Revolving Exposure exceeding the Canadian Sublimit. All Swingline Loans shall be ABR Borrowings or Canadian Prime Rate Borrowings; provided that, Swingline Loans consisting of Canadian Prime Rate Borrowings may only be made to a Canadian Borrower.

Swingline Loans. (a) To The Swingline Lender is authorized by the extent there are insufficient collected funds Lenders to make Swingline Loans up to $50,000,000 plus the Permitted Overadvance in the Master Accountaggregate outstanding at any time, as determined on any Business Day upon a notice of Borrowing received by the Administrative Agent and the Swingline Lender (which notice shall be submitted by 1:00 p.m., Boston time, on the Business Day on which such Swingline Loan is requested) (or later, if the Swingline Lender agrees in its sole discretion). Swingline Loans shall be subject to periodic settlement with the Revolving Lenders under Section 2.7 below. (b) Subject to Article V hereof, to pay Swingline Loans will be made for administrative convenience upon the fees and charges and other account activity Lead Borrower’s request, the Swingline Lender shall make Swingline Loans in reliance upon the Borrowers’ actual or deemed representations under Section 5.2, that the applicable conditions for borrowing are satisfied. Swingline Loans may also be made in the Master Account following circumstances: (i) for such Business DayPermitted Overadvances, or (ii) if the conditions for borrowing under Section 5.2 cannot be fulfilled, the Borrower Representative Borrowers shall be deemed to have given give immediate notice thereof to the Administrative Agent and the Swingline LenderLender (a “Noncompliance Notice”), and automatically and irrevocably requestedthe Administrative Agent shall promptly provide each Lender with a copy of the Noncompliance Notice. If the conditions for borrowing under Section 5.2 cannot be fulfilled, the borrowing of a Swingline Loan from Required Lenders may direct the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuingto, and the Swingline Lender thereupon shall, cease making Swingline Loans (yother than Permitted Overadvances) no Lender is then a Defaulting until such conditions can be satisfied or are waived in accordance with Section 10.2 hereof. Unless the Required Lenders so direct the Swingline Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees may, but is not obligated to, continue to make a Swingline Loan Loans beginning one Business Day after the Non-Compliance Notice is furnished to the Borrowers on such Business Day in Lenders. Notwithstanding the foregoing, no Swingline Loans shall be made pursuant to this subsection (b) (other than Permitted Overadvances) if the aggregate outstanding amount of the Insufficiency; provided, however, Swingline Loans would exceed the making lower of such Swingline Loan shall not result in (i) $50,000,000 or any lesser amount to which the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (Revolving Commitments have then been reduced by the “Swingline Sublimit”) or Borrowers pursuant to Section 2.15, and (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth hereintogether with all other Credit Extensions then outstanding, the Borrowers may borrow, prepay and reborrow Swingline Loansthen amount of the Borrowing Base. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.SECTION 2.6

Swingline Loans. To request a Swingline Loan, Borrower shall deliver a duly completed and executed Borrowing Request to the Swingline Lender. Each such Borrowing Request must be received by the Swingline Lender not later than 12:00 p.m. on the requested borrowing date, and shall specify ( SEQ level3\r1\*roman \* MERGEFORMAT i) the amount to be borrowed, which shall be a minimum of $1.0 million and integral multiples of such amount, and ( SEQ level3\*roman \* MERGEFORMAT ii) the requested date of the Borrowing of such Swingline Loan (a) To which shall be a Business Day). Promptly after receipt by the extent there are insufficient collected funds in Swingline Lender of any such Borrowing Request, the Master Account, as determined on any Business Day by Swingline Lender will confirm with the Administrative Agent (by telephone or in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to writing) that the Administrative Agent and has also received such Borrowing Request 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 Revolving Lender, and automatically and irrevocably requested, ) prior to 2:00 p.m. on the borrowing date of the proposed Borrowing of a Swingline Loan from ( SEQ level4\r1\*Alphabetic \* MERGEFORMAT A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the amount proviso to the second sentence of such insufficiency (Section 2.18(a), or ( SEQ level4\*Alphabetic \* MERGEFORMAT B) that one or more of the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and applicable conditions specified in Article IV is continuingnot then satisfied, and (y) no Lender is then a Defaulting Lenderthen, and subject to the terms and conditions of this Agreementhereof, the Swingline Lender agrees to may make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such its Swingline Loan shall not result in (i) available to Borrower at its office by crediting the aggregate principal amount account of outstanding Swingline Loans exceeding $5,000,000 (Borrower on the “Swingline Sublimit”) or (ii) the Revolving Exposure books of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountimmediately available funds.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the each Swingline Lender agrees to make a Swingline Loan Loans to the Borrowers on such Business Day from time to time under the relevant Tranche during the applicable Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans under any Tranche exceeding $5,000,000 (the “applicable Swingline Sublimit”) Sub-limits in respect of such Tranche or (ii) the Revolving Exposure sum of the total Credit Exposures under any Lender Tranche exceeding the total Revolving Commitment Commitments in respect of such Lender; providedTranche, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each , and provided further that (x) Borrowers shall only borrow a Swingline Loan shall under Tranche B if at such time there is no availability for Swingline Loans to be credited to provided under Tranche A (or there are otherwise no undrawn Commitments available thereunder) and (y) any Swingline Loans provided under Tranche A will be applied pro rata among Tranche A1, Tranche A2 and Tranche A3 based on the Master Account by the Swingline Lenderthen current Commitments under such Tranche. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a All Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan Loans shall at all times be ABR Loans and shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountdenominated in Dollars.

Swingline Loans. (a) To Each Borrowing of Swingline Loans shall be made upon the extent there are insufficient collected funds in Borrower Representative’s irrevocable notice to the Master AccountSwingline Bank and the Administrative Agent, as determined on any Business Day which may be given by telephone. Each such notice must be received by the Swingline Bank and the Administrative Agent not later than 12:00 Noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $250,000 and integral multiples of $100,000 in its sole discretionexcess thereof, to pay (ii) whether the fees Swingline Loans requested shall consist of Base Rate Loans, Daily LIBOR Swingline Loans or a combination thereof and charges and other account activity in (iii) the Master Account for such requested borrowing date, which shall be a Business Day, . Each such telephonic notice must be confirmed promptly by delivery to the Borrower Representative shall be deemed to have given notice to Swingline Bank and the Administrative Agent of a written Notice of Swingline Loan Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Promptly after receipt by the Swingline Lender, and automatically and irrevocably requestedBank of any telephonic Notice of Swingline Loan Borrowing, the borrowing Swingline Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of a Swingline Loan Borrowing and, if not, the Swingline Bank will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Bank has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Bank) prior to 1:00 p.m. on the date of the proposed Borrowing of Swingline Lender Loans (A) directing the Swingline Bank not to make such Swingline Loan as a result of the limitations set forth in the amount first proviso to the first sentence of such insufficiency Section 2.1(b), or (B) that one or more of the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and applicable conditions specified in Section 5 is continuingnot then satisfied, and (y) no Lender is then a Defaulting Lenderthen, and subject to the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make a Bank will, not later than 1:30 p.m. on the borrowing date specified in such Notice of Swingline Loan to the Borrowers on such Business Day in Borrowing, make the amount of the Insufficiency; provided, however, the making of such its Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited available to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountBorrowers.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Loans (“Swingline Loan Loans”) to Borrower solely for the Borrowers on such Business Day in Swingline Lender’s own account, from time to time during the Availability Period, up to an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any one time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) 10,000,000 or (ii) the Revolving Exposure sum of any Lender exceeding the Revolving Commitment aggregate Unused Commitments of the Lenders at such Lendertime being exceeded; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds Swingline Lender shall not make any Swingline Loan in the period commencing one Business Day after the Swingline Lender shall have received written notice in accordance with Section 11.6 of each this Agreement from Administrative Agent or any Lender that one or more of the conditions contained in Article III are not then satisfied or a Default or an Event of Default exists and ending upon the satisfaction or waiver of such condition(s) or cure or waiver of such Default or Event of Default. Swingline Loans shall bear interest at the Prime Rate from time to time in effect. Each outstanding Swingline Loan shall be credited payable on the Business Day following demand therefor or automatically without demand on the Revolving Credit Maturity Date, together with interest accrued thereon, and shall otherwise be subject to all other terms and conditions applicable to all Revolving Loans, except that all interest thereon shall be payable to the Master Account by Swingline Lender solely for its own account other than in the Swingline Lendercase of the purchase of a participation therein in accordance with Section 2.3(c) of this Agreement. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay repay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, from time to time until the Borrowers Swingline Termination Date, the Swingline Lender, at the request of the Company and at the sole discretion of the Swingline Lender, may borrowmake, prepay and reborrow under the Revolving Credit Facility, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans. For ”) to the avoidance of doubtCompany, the Borrowers which Swingline Loans (i) shall be denominated in Dollars, (ii) may not request a Swingline Loan except be repaid and reborrowed in accordance with the procedures set forth provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the first sentence sum of the aggregate principal Dollar Equivalent amount of outstanding Revolving Credit Loans plus the aggregate principal amount of Competitive Bid Loans made thereunder at any time, the Aggregate Revolving Credit Commitment less the sum of all outstanding L/C Obligations, (iv) shall not exceed in aggregate principal amount at any time outstanding the Swingline Maximum and (v) shall bear interest at the Swingline Rate. Notwithstanding anything to the contrary contained in this Section 2.03(a2.6(a). Each , (x) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Company to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Lenders’ Revolving Commitment Percentage of the outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or (B) of the waiver of such Default or Event of Default by the Required Lenders. All Existing Swingline Loans shall be a Base Rate Loan. Each Swingline Loan deemed to have been made pursuant hereto, and from and after the Closing Date shall be subject to all other and governed by the terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accounthereof.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make a Swingline Loan to the Borrowers Loans, on such Business Day behalf of all Lenders, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) 30,000,000 or (ii) the Revolving Aggregate Credit Exposure of any Lender exceeding the Revolving lesser of the (x) Aggregate Commitment of such Lenderand (y) the Borrowing Base; provided, further, however, provided that the Swingline Lender Agent shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not To request a Swingline Loan, the Borrower shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 11:00 a.m., Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Agent shall make each Swingline Loan except available to the Borrower by means of a credit to the Funding Account (or, in accordance with the procedures case of a Swingline Loan made to finance the reimbursement of a Facility LC as provided in Section 2.1.2(e), by remittance to the LC Issuer, and in the case of repayment of another Loan or fees or expenses as provided herein, by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan. All Swingline loans shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the first sentence earlier of this Section 2.03(a)demand or the Facility Termination Date. Each The Agent may require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. In such event, the Agent shall give the Lenders notice, specifying the aggregate amount of Swingline Loans in which Lenders will participate, as well as each Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent such Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be a Base Rate Loanmade without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by transfer of immediately available funds, in the same manner as provided in Section 2.1.1(d) (and Section 2.1.1(d) shall apply, mutatis mutandis, to the payment obligations of the Lenders). Any amounts received by the Agent from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Agent of the proceeds of a sale of participations therein shall be subject promptly remitted by the Agent to all other terms and conditions applicable to Revolving Loans the Lenders that shall have made their payments pursuant to Section 2.01(b)this paragraph or retained by the Agent, except as their interests may appear; provided that all payments thereon any such payment so remitted shall be payable repaid to the Agent if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Lender for its own accountLoan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) To The Administrative Agent, the extent there are insufficient collected funds U.S. Swingline Lender and the U.S. Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents with respect to the U.S. Facility, promptly after the Borrower Representative requests an ABR Borrowing under the U.S. Facility, the U.S. Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the U.S. Revolving Lenders and in the Master Accountamount requested, as determined same day funds to the U.S. Borrowers, on any Business Day the applicable borrowing date to the Funding Account(s) (each such Loan made solely by the Administrative Agent U.S. Swingline Lender pursuant to this Section 2.05(a) is referred to in its sole discretionthis Agreement as a “U.S. Swingline Loan”), with settlement among them as to pay the fees and charges and other account activity U.S. Swingline Loans to take place on a periodic basis as set forth in the Master Account for such Business DaySection 2.05(f). To request a U.S. Swingline Loan, the Borrower Representative shall be deemed to have given notice to notify the Administrative Agent and the U.S. Swingline LenderLender of such request by telephone (confirmed by facsimile or an Approved Email Notice), and automatically and irrevocably requestednot later than 2:00 p.m., Local Time, on the borrowing day of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding proposed U.S. Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each U.S. Swingline Loan shall be subject to all other the terms and conditions applicable to other ABR Loans funded by the U.S. Revolving Loans made pursuant to Section 2.01(b)Lenders, except that all payments thereon shall be payable to the U.S. Swingline Lender solely for its own account. The U.S. Swingline Lender shall not make any U.S. Swingline Loan if, after giving effect thereto, the Borrowers would not be in compliance with the Revolving Exposure Limitations or the aggregate Dollar Amount of all Swingline Loans would exceed $30,000,000. All U.S. Swingline Loans shall be ABR Borrowings.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, Each Tranche 2 RC Bank hereby irrevocably agrees to pay the fees and charges and other account activity in the Master Account for such make Base Rate Loans upon one Business Day, the Borrower Representative shall be deemed 's notice pursuant to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender each Tranche 2 Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding: (v) that the amount of such insufficiency the Tranche 2 Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (the “Insufficiency”). So long as w) whether any conditions specified in Section 5.02 are then satisfied, (x) no whether a Default or an Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, the date of such Tranche 2 Mandatory Borrowing and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in (z) the amount of the Insufficiency; providedTotal Tranche 2 Revolving Loan Commitment at such time. In the event that any Tranche 2 Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, howeverwithout limitation, as a result of the making commencement of a proceeding under the Bankruptcy Code in respect of any Borrower), each Tranche 2 RC Bank (other than the Swingline Bank) shall forthwith purchase from the Swingline Bank (without recourse or warranty) such Swingline Loan shall not result assignment of or participation in (i) the aggregate principal amount of outstanding Tranche 2 Swingline Loans exceeding $5,000,000 (as shall be necessary to cause such Tranche 2 XX Xxxxx to share in such Tranche 2 Swingline Loans ratably based upon their respective Tranche 2 Revolving Percentages, provided that all interest payable on the “Tranche 2 Swingline Sublimit”) or (ii) Loans shall be for the Revolving Exposure account of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited Bank until the date the respective assignment or participation is purchased and, to the Master Account by the Swingline Lender. Within the foregoing limits and subject extent attributable to the terms and conditions set forth hereinpurchased assignment or participation, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountTranche 2 RC Bank purchasing same from and after such date of purchase.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions set forth herein, and, if such Swingline Loan is to bear interest at the Negotiated Rate, further subject to the agreement of this Agreementthe Swingline Lender and the Borrower with respect to the Negotiated Rate to be applied, the Swingline Lender agrees to make a Swingline Loan Loans to the Borrowers on such Business Day Borrower from time to time during the Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) 30,000,000 or (ii) the sum of the total Revolving Exposure of any Lender Credit Exposures exceeding the total Revolving Commitment of such LenderCommitments; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan if (i) any Revolving Lender shall be credited in default of its obligations under this Agreement or (ii) any Revolving Lender shall have notified the Swingline Lender and the Borrower in writing at least one Business Day prior to the Master Account by date of Borrowing with respect to such Swingline Loan that the conditions set forth in Section 5.3 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline LenderLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. To request a Swingline Loan, Borrower shall deliver a duly completed and executed Borrowing Request to the Swingline Lender. Each such Borrowing Request must be received by the Swingline Lender not later than 12:00 p.m. on the requested borrowing date, and shall specify (ai) To the extent there are insufficient collected funds in amount to be borrowed, which shall be a minimum of $1.0 million and integral multiples of such amount, and (ii) the Master Accountrequested date of the Borrowing of such Swingline Loan (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any such Borrowing Request, as determined on any Business Day by the Swingline Lender will confirm with the Administrative Agent (by telephone or in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to writing) that the Administrative Agent and has also received such Borrowing Request 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 Revolving Lender, and automatically and irrevocably requested, ) prior to 2:00 p.m. on the borrowing date of the proposed Borrowing of a Swingline Loan from (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the amount proviso to the second sentence of such insufficiency Section 2.18(a), or (B) that one or more of the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and applicable conditions specified in Article IV is continuingnot then satisfied, and (y) no Lender is then a Defaulting Lenderthen, and subject to the terms and conditions of this Agreementhereof, the Swingline Lender agrees to may make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such its Swingline Loan shall not result in (i) available to Borrower at its office by crediting the aggregate principal amount account of outstanding Swingline Loans exceeding $5,000,000 (Borrower on the “Swingline Sublimit”) or (ii) the Revolving Exposure books of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountimmediately available funds.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees Agent is authorized by the Borrower and the Lenders, from time to time in the Agent’s sole discretion (but shall have absolutely no obligation to), to make a Swingline Loan to the Borrowers Loans, on such Business Day behalf of all Lenders, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) 10,000,000 or (ii) the Revolving Aggregate Credit Exposure of any Lender exceeding the Revolving lesser of the (x) Aggregate Commitment of such Lenderand (y) the Borrowing Base; provided, further, however, provided that the Swingline Lender Agent shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not To request a Swingline Loan, the Borrower shall notify the Agent of such request by telephone (confirmed by facsimile), not later than 11:00 a.m., Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Agent shall make each Swingline Loan except available to the Borrower by means of a credit to the Funding Account (or, in accordance with the procedures case of a Swingline Loan made to finance the reimbursement of a Facility LC as provided in Section 2.1.2(e), by remittance to the LC Issuer, and in the case of repayment of another Loan or fees or expenses as provided herein, by remittance to the Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of such Swingline Loan. All Swingline loans shall be Floating Rate Advances, shall bear interest at the default rate set forth in Section 2.12 and shall be payable on the first sentence earlier of this Section 2.03(a)demand or the Facility Termination Date. Each The Agent may require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. In such event, the Agent shall give the Lenders notice, specifying the aggregate amount of Swingline Loans in which Lenders will participate, as well as each Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent such Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be a Base Rate Loanmade without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by transfer of immediately available funds, in the same manner as provided in Section 2.1.1(d) (and Section 2.1.1(d) shall apply, mutatis mutandis, to the payment obligations of the Lenders). Any amounts received by the Agent from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Agent of the proceeds of a sale of participations therein shall be subject promptly remitted by the Agent to all other terms and conditions applicable to Revolving Loans the Lenders that shall have made their payments pursuant to Section 2.01(b)this paragraph or retained by the Agent, except as their interests may appear; provided that all payments thereon any such payment so remitted shall be payable repaid to the Agent if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Lender for its own accountLoan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementhereof, the Swingline Lender Bank severally agrees to make a Swingline Loan portion of the Aggregate W/C Revolving Commitments available to the Borrowers Company by making swingline loans (individually, a "Swingline --------- Loan"; collectively, the "Swingline Loans") to the Company on such any Business Day in ---- --------------- during the amount of period from the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) Closing Date to the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except Termination Date in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, notwithstanding the fact that such Swingline Loan Loans, when aggregated with the Swingline Bank's outstanding W/C Revolving Loans, may exceed the Swingline Bank's W/C Revolving Commitment (the amount of such commitment of the Swingline Bank to make Swingline Loans to the Company pursuant to this subsection 2.9(a), as the same may be reduced as a result of any assignment pursuant to Section 11.8, the Swingline Bank's "Swingline Commitment"); provided, that at no time -------------------- -------- ---- shall (i) the sum of the Effective Amount of all Swingline Loans, L/C Obligations, and W/C Revolving Loans exceed the Aggregate W/C Revolving Commitments, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than three (3) Swingline Loans may be outstanding at any one time, and except as otherwise provided in subsection 2.8(c), all Swingline Loans shall at all times bear interest at a rate per annum equal to the Base Rate Loanplus the Applicable Margin, unless otherwise agreed to by ---- the Swingline Bank in its sole discretion. Each Swingline Loan shall be Within the foregoing limits, and subject to all the other terms and conditions applicable to Revolving Loans made hereof, the Company may borrow under this subsection 2.9(a), prepay pursuant to Section 2.01(bsubsection 2.5 and reborrow pursuant to this subsection 2.9(a), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan Loans to the Borrowers Borrower in dollars from time to time on such any Business Day during the period from the Effective Date to the sixth Business Day preceding the Maturity Date in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the Swingline Exposure exceeding the Swingline Commitment or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Swingline Competitive Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lendertotal Commitments; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan if (A) any Lender shall be credited in default of its obligations under this Credit Agreement or (B) any Credit Party shall have notified the Swingline Lender and the Borrower in writing at least one Business Day prior to the Master Account by date of the proposed Borrowing of such Swingline Lender. Within Loan that the foregoing limits and subject to the terms and conditions set forth hereinin Section 5.3 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan, provided, further, that the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may Lender shall not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each make such Swingline Loan if Credit Parties consisting of the Required Lenders shall be a Base Rate have so notified the Swingline Lender and the Borrower and the conditions with respect to which such notice was provided remain unsatisfied as of the requested time of the making of such Swingline Loan. Each Swingline Loan shall be subject to all other terms due and conditions applicable to Revolving Loans made pursuant to Section 2.01(b)payable on the maturity thereof, except provided that all payments thereon in no event shall such maturity be payable to later than the Swingline Lender for its own accountsixth Business Day preceding the Maturity Date.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan Loans to the Borrowers on such Business Day Borrower, from time to time during the Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Aggregate Revolving Exposure of any Lender exceeding the aggregate Revolving Commitment of such LenderCommitments; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not To request a Swingline Loan except in accordance with Loan, the procedures set forth in Borrower shall notify the first sentence Administrative Agent of this Section 2.03(asuch request by telephone (confirmed by fax), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such Swingline Loan notice shall be irrevocable and shall specify the requested date (which shall be a Base Rate Business Day) and amount of the requested Swingline Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to The Administrative Agent will promptly advise the Swingline Lender for its own accountof any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account(s) (or, in 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, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

Swingline Loans. (a) To During the extent there are insufficient collected funds Revolving Facility Availability Period, the Swingline Lender agrees, on the terms and conditions set forth in this Agreement, to make a Swingline Loan or Swingline Loans to the Master AccountBorrower from time to time, as determined which Swingline Loans: (i) shall be paid on any the earlier of the Revolving Maturity Date and the 10th Business Day by the Administrative Agent in its sole discretionafter such Swingline Loan is made (or, to pay the fees and charges and other account activity in the Master Account for if such date is not a Business Day, on the next succeeding Business Day) and is at least two Business Days after such Swingline Loan is made; provided that, on each date that a Borrowing is made, the Borrower Representative shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested, and provided further that to the extent not repaid by the Borrower on any such dates, the Borrower shall be deemed to have given notice requested Revolving Loans in an amount equal to the Administrative Agent Swingline Loans then outstanding; (ii) shall be made only in Dollars; (iii) may be repaid or prepaid and reborrowed in accordance with the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency provisions hereof; (the “Insufficiency”). So long as iv) may only be made if after giving effect thereto (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (iA) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 outstanding does not exceed the Swingline Commitment, and (the “Swingline Sublimit”) or (iiB) the Aggregate Revolving Facility Exposure of any Lender exceeding would not exceed the Total 41 Revolving Commitment of such LenderCommitment; provided, further, however, that the Swingline Lender (v) shall not be made if, after giving effect thereto, the Borrower would be required to make a prepay Loans or Cash Collateralize Letters of Credit pursuant to ‎Section 2.12(b) hereof; (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swingline Loan to refinance an and (vii) at no time shall there be more than one (1) Borrowing of Swingline Loans outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accounthereunder.

Swingline Loans. (a) To The Swingline Lender is authorized by the extent there are insufficient collected funds Revolving Loan Lenders, but is not obligated, to make Swingline Loans up to (i) $15,000,000 plus (ii) the Permitted Overadvances, in the Master Accountaggregate outstanding at any time, as determined on any Business Day consisting only of Prime Rate Loans, upon a notice of Borrowing received by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline LenderLender (which notice, and automatically and irrevocably requested, the borrowing of a Swingline Loan from at the Swingline Lender in Lender’s discretion, may be submitted prior to 1:00 p.m. on the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of on which such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lenderis requested); provided, further, however, provided that the Swingline Lender shall not be required obligated to make a any Swingline Loan in its reasonable discretion if any Revolving Loan Lender at such time is a Deteriorating Lender, unless the Swingline Lender has entered into satisfactory arrangements with the Borrower or such Revolving Loan Lender to refinance an outstanding eliminate the Swingline Lender’s risk of full reimbursement with respect to such Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan Loans shall be subject to all other terms and conditions applicable to periodic settlement with the Revolving Loan Lenders under Section 2.08 below. (b) Swingline Loans may be made pursuant to Section 2.01(b)only in the following circumstances: (A) for administrative convenience, except that all payments thereon shall be payable to the Swingline Lender may, but is not obligated to, make Swingline Loans in reliance upon the Borrower’s actual or deemed representations under Section 4.02, that the applicable conditions for its own account.borrowing are satisfied or (B) for Permitted 61

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, from time to time during the Availability Period, the Swingline Lender agrees to may, but shall have no obligation to, make a Swingline Loan Loans to the Borrowers on such Business Day Borrower from time to time during the Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) 40,000,000 or (ii) the total Revolving Exposure of any Lender Credit Exposures exceeding the Revolving Commitment of such Lendertotal Commitments; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not (b) To request a Swingline Loan except in accordance with Loan, the procedures set forth in Borrower shall notify the first sentence Administrative Agent of this Section 2.03(asuch request by telephone (confirmed by telecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and whether such Swingline Loan shall be a Base Rate Loan. Each an ABR Loan or shall bear interest at an alternate rate agreed upon by the Borrower and the Swingline Lender, and each Swingline Loan shall be subject to all other terms an ABR Loan or shall bear interest at an alternate rate if agreed upon by the Borrower and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender. The Administrative Agent will promptly advise the Swingline Lender for its own account.of any 30

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementhereof, the Swingline Lender Bank agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount portion of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; providedavailable to Holdings by making swingline loans denominated in Dollars (individually, furthera "SWINGLINE LOAN", howeverand, that collectively, the Swingline Lender shall not be required "SWINGLINE LOANS") to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited Holdings on any Business Day during the period from the Closing Date to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except Revolving Termination Date in accordance with the procedures set forth in the first sentence of this Section 2.03(a2.06 in an aggregate principal amount at any one time outstanding not to exceed Five Million Dollars ($5,000,000). Each , notwithstanding the fact that such Swingline Loan Loans, when aggregated with any other Credit Extensions made by or participated in by the Swingline Bank, may exceed the Swingline Bank's Revolving Commitment (the amount of such commitment of the Swingline Bank to make Swingline Loans to Holdings pursuant to this subsection 2.06(a), as the same shall be reduced pursuant to Section 2.05 or 2.08 or as a result of any assignment pursuant to Section 11.08, the Swingline Bank's "SWINGLINE COMMITMENT"); PROVIDED that at no time shall (i) the sum of the Effective Amount of all Swingline Loans PLUS the Effective Amount of all Revolving Loans PLUS the Effective Amount of all L/C Obligations exceed the combined Revolving Commitments of the Banks, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than three Swingline Loans may be outstanding at any one time, and all Swingline Loans shall at all times accrue interest at the Base Rate Loanor at such other rate as may be agreed to by the Swingline Bank and Holdings. Each Swingline Loan shall be Within the foregoing limits, and subject to all the other terms and conditions applicable to Revolving Loans made hereof, Holdings may borrow under this subsection 2.06(a), prepay pursuant to Section 2.01(b2.07 and reborrow pursuant to this subsection 2.06(a), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the each Swingline Lender severally agrees to make a Swingline Loan Loans in U.S. Dollars to the Borrowers on such Business Day Borrower from time to time during its Swingline Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans made by such Swingline Lender exceeding $5,000,000 (the “Swingline Sublimit”) or Commitment of such Swingline Lender and (ii) the total Revolving Exposure of any Lender Credit Exposures exceeding the Revolving Commitment of such LenderTotal Commitment; provided, further, however, provided that the no Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving made as part of a Borrowing consisting of Swingline Loans made pursuant by the Swingline Lenders ratably in accordance with their respective Swingline Commitments. The failure of any Lender to Section 2.01(b), except make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that all payments thereon the Swingline Commitments of the Swingline Lenders are several and no Swingline Lender shall be payable responsible for any other Swingline Lender’s failure to make Swingline Loans as required. Notwithstanding anything to the contrary contained herein, no Swingline Lender for its own accountshall make a Swingline Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing (or any other condition to the funding of a Swingline Loan in Section 4.02 cannot be satisfied) until such time as such Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or notices or (ii) the waiver of such Default or Event of Default (or condition to such funding) by the Required Lenders.

Swingline Loans. To request a Swingline Loan, Borrower shall deliver a duly completed and executed Borrowing Request to the Swingline Lender. Each such Borrowing Request must be received by the Swingline Lender not later than 12:00 p.m. on the requested borrowing date, and shall specify (a) To the extent there are insufficient collected funds in amount to be borrowed, which shall be a minimum of $1.0 million and integral multiples of such amount, and () the Master Accountrequested date of the Borrowing of such Swingline Loan (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any such Borrowing Request, as determined on any Business Day by the Swingline Lender will confirm with the Administrative Agent (by telephone or in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to writing) that the Administrative Agent and has also received such Borrowing Request 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 Revolving Lender, and automatically and irrevocably requested, ) prior to 2:00 p.m. on the borrowing date of the proposed Borrowing of a Swingline Loan from () directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the amount proviso to the second sentence of such insufficiency Section 2.18(a), or () that one or more of the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and applicable conditions specified in Article IV is continuingnot then satisfied, and (y) no Lender is then a Defaulting Lenderthen, and subject to the terms and conditions of this Agreementhereof, the Swingline Lender agrees to may make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such its Swingline Loan shall not result in (i) available to Borrower at its office by crediting the aggregate principal amount account of outstanding Swingline Loans exceeding $5,000,000 (Borrower on the “Swingline Sublimit”) or (ii) the Revolving Exposure books of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountimmediately available funds.

Swingline Loans. (a) To For ease of administration, Base Margin Loans may be made by the extent there are insufficient collected funds SwingLine Lender (in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Dayaggregate, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x"SwingLine Loans") no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in this Agreement for the first sentence making of loans and advances under the Revolving Credit. The unpaid principal balance of the SwingLine Loans shall not at any one time be in excess of the SwingLine Loan Ceiling. (b) The aggregate unpaid principal balance of SwingLine Loans shall bear interest at the rate applicable to Base Margin Loans and shall be repayable as a loan under the Revolving Credit. (c) The Borrowers' obligation to repay SwingLine Loans shall be evidenced by a Note in the form of EXHIBIT 2:2-9(c), annexed hereto, executed by the Borrowers, and payable to the SwingLine Lender. Neither the original nor a copy of that Note shall be required, however, to establish or prove any Liability. The Borrowers shall execute a replacement of any SwingLine Note which has been lost, mutilated, or destroyed thereof and deliver such replacement to the SwingLine Lender. (d) For all purposes of this Section 2.03(a)Loan Agreement, the SwingLine Loans and the Borrowers' obligations to the SwingLine Lender constitute Revolving Credit Loans and are secured as "Liabilities". Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall (e) SwingLine Loans may be subject to all other terms and conditions applicable to periodic settlement with the Revolving Loans made pursuant to Section 2.01(b)Credit Lenders as provided in this Agreement, except that all payments thereon shall be payable to the Swingline Lender for its own accountbut in any event, no less frequently than weekly.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan Loans to the Borrowers Borrower in dollars from time to time on such any Business Day during the period from the Effective Date to the tenth Business Day preceding the Maturity Date in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount Swingline Exposure exceeding the lesser of outstanding (A) the Swingline Loans exceeding $5,000,000 Commitment and (B) the “Swingline Sublimit”) Borrowing Base Amount or (ii) the sum of the total Revolving Exposure of any Lender Credit Exposures exceeding the lesser of (A) the total Revolving Commitment of such Lender; providedCommitments and (B) the Borrowing Base Amount, furtherprovided that the Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the foregoing, however, that the Swingline Lender shall not be required to make a Swingline Loan if (i) prior thereto or simultaneously therewith the Borrower shall not have borrowed Revolving Loans, (ii) any Lender shall be in default of its obligations hereunder or (iii) any Credit Party shall have notified the Swingline Lender and the Borrower in writing at least one Business Day prior to refinance an outstanding the date of Borrowing with respect to such Swingline Loan. The proceeds of each Swingline Loan shall be credited to , that the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, in Section 5.2 have not been satisfied and such conditions remain unsatisfied as of the Borrowers may borrow, prepay and reborrow Swingline Loans. For requested time of the avoidance making of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms due and conditions applicable to Revolving Loans made pursuant to Section 2.01(b)payable on the maturity thereof, except provided that all payments thereon in no event shall such maturity be payable to later than the Swingline Lender for its own accounttenth Business Day preceding the Maturity Date.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Borrower may request Swingline Lender agrees Loans in Dollars from time to make a Swingline Loan to time during the Borrowers on such Business Day Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or 40,000,000, (ii) the Swingline Lender’s Revolving Credit Exposure of any Lender exceeding its Commitment or (iii) the Total Revolving Credit Exposure exceeding the Revolving Commitment of such LenderAggregate Commitment; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be credited to the Master Account conclusive and binding absent manifest error) that it has, or by the Swingline Lendersuch Credit Event may have, Fronting Exposure. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay borrow and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Loans and prepay any Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loanmade to it. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b)an ABR Loan. Immediately upon the making of a Swingline Loan, except that all payments thereon each Lender shall be payable to deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender for its own accounta 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) To Subject to the extent there are insufficient collected funds other terms and conditions set forth in this Agreement, including those conditions set forth in Section 7.2, and as evidenced by a promissory note in favor of Swingline Lender in the Master Accountform of Exhibit D ("Swingline Note"), as determined on any Business Day by the Administrative Agent Swingline Lender, in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice may make Advances to the Administrative Agent Borrowers (each such loan, a "Swingline Loan"), at such times and in such amounts as the Borrowers shall request, until the Revolving Credit Maturity Date, up to an aggregate principal amount at any time outstanding equal to the amount by which Swingline Lender’s Revolving Credit Commitment exceeds the principal amount of Swingline Lender’s other Revolving Credit Outstanding plus Swingline Lender’s Applicable Commitment Percentage of the Letter of Credit Outstandings; provided, and automatically and irrevocably requested, the borrowing of that Swingline Lender will not make a Swingline Loan from if (i) after giving effect thereto, any of the limitations set forth under Sections 2.1(a) would be exceeded or if the aggregate unpaid or unrefinanced balance of the outstanding Swingline Loans would exceed the Swingline Loan Sublimit or (ii) Swingline Lender has received written notice from any Borrower or any Lender that one or more of the conditions precedent set forth in the amount Agreement have not been satisfied. Within the foregoing limits, Borrowers may borrow, repay and reborrow Swingline Loans. All Swingline Loans shall be treated as Revolving Loans for purposes of such insufficiency (the “Insufficiency”). So long as this Agreement, except that (x) no Default or Event of Default has occurred and is continuingall Swingline Loans shall be Base Rate Loans, and (y) no 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 Swingline Lender in its capacity as the lender of Swingline Loans. Notwithstanding the foregoing, if demand is then a Defaulting made by Swingline Lender during the continuance of an Event of Default, each other Lender shall irrevocably and unconditionally purchase and receive from Swingline Lender, without recourse or warranty from Swingline Lender, an undivided interest and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a participation in each Swingline Loan to the Borrowers on extent of such Business Day Lender’s Applicable Commitment Percentage thereof, by paying to Swingline Lender, in the same day funds, an amount of the Insufficiency; provided, however, the making equal to such Lender’s Applicable Commitment Percentage of such Swingline Loan shall not result Loan. Notwithstanding anything to the contrary contained in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; providedthis Section 2.1(b), further, however, that the Swingline Lender shall not be required obligated to make a any Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by at a time when any other Lender is a Defaulting Lender, unless the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, Lender has entered into arrangements with the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each or such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable Defaulting Lender which are satisfactory to the Swingline Lender for its own accountto eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 4.4(b)) with respect to any such Defaulting Lender, including the delivery of cash collateral.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, Subject to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to upon the terms and conditions set forth herein, the Borrowers may borrowSwingline Bank agrees to make, prepay at any time and reborrow from time to time on or prior to the Swingline Loans. For the avoidance of doubtExpiry Date, a loan or loans (each, a "SWINGLINE LOAN" and, collectively, the Borrowers "SWINGLINE LOANS") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may not request a Swingline Loan except be repaid and reborrowed in accordance with the procedures set forth provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding that aggregate principal amount which, when added to the first sentence sum of (I) the aggregate principal amount of all Loans then outstanding and (II) the aggregate amount of all L/C Obligations outstanding shall not exceed the lesser of the Commitments in effect at such time or the Borrowing Base at such time and (iv) shall not exceed the Maximum Swingline Amount. The Swingline Bank will not make a Swingline Loan after it has received written notice from the Required Banks stating that a Default or an Event of Default exists and specifically requesting that the Swingline Bank not make any Swingline Loans, PROVIDED that the Swingline Bank may continue making Swingline Loans at such time thereafter as the respective Default or Event of Default has been cured or waived in accordance with the requirements of this Section 2.03(a)Agreement or the Required Banks have withdrawn the written notice described above in this sentence. Each In addition, the Swingline Bank shall not be obligated to make any Swingline Loan at a time when any Bank shall be in default of any of its obligations hereunder unless the Swingline Bank shall have entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the defaulting Bank's participation in such Swingline Loan shall be a Base Rate Loan. Each , including by cash collateralizing such defaulting Bank's share of the outstanding Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own accountLoans.

Swingline Loans. (a) To Each Swingline Lender is authorized by the extent there are insufficient collected funds in Domestic Lenders and the Master AccountCanadian Lenders, as determined on applicable, to, and shall, make Swingline Loans at any Business Day time (subject to SECTION 2.06(b)) (i) to the Domestic Borrowers up to the amount of the sum of the Domestic Swingline Loan Ceiling, plus any Permitted Domestic Overadvances, and (ii) to the Canadian Borrower up 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 in its sole discretionor the Canadian Agent, to pay as applicable, and the fees and charges and other account activity in the Master Account for such Business Dayapplicable Swingline Lender (which notice, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and at the Swingline Lender’s discretion, may be submitted prior to 3:00 p.m. for the Domestic Borrowers and automatically and irrevocably requested12:00 noon for the Canadian Borrower, on the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of on which such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lenderis requested); provided, further, however, provided that the Swingline Lender shall not be required obligated to make a any Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan in its reasonable discretion if it shall determine (which determination shall be credited to the Master Account conclusive and binding absent manifest error) that it has, or by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance making of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan may have, Fronting Exposure. Swingline Loans shall be Prime Rate Loans and shall be subject to periodic settlement with the Domestic Lenders and Canadian Lenders, as applicable, under SECTION 2.22 below. Immediately upon the making of a Base Rate 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 Loan in an amount equal to the product of such Lender’s Domestic Commitment Percentage or Canadian Commitment Percentage, as applicable, times the amount of such Swingline Loan. Each Swingline Loan Lender shall be subject have all of the benefits and immunities (A) provided to all other terms and conditions applicable the Agents in Article VIII with respect to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to any acts taken or omissions suffered by the Swingline Lender for its own account.in connection with Swingline Loans made by it or proposed to be made by it as if the term “Agents” as used in Article VIII included each Swingline Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to each Swingline Lender

Swingline Loans. (a) To Each Swingline Borrowing shall be made upon the extent there are insufficient collected funds in Lead Borrower’s irrevocable notice to the Master AccountSwingline Lender and the Administrative Agent, as determined on any Business Day which may be given by telephone. Each such notice must be received by the Swingline Lender and the Administrative Agent in its sole discretionnot later than 1:00 p.m. on the requested borrowing date, and shall specify (A) the amount to pay be borrowed, which shall be a minimum of $100,000, and (B) the fees and charges and other account activity in the Master Account for such requested borrowing date, which shall be a Business Day, . Each such telephonic notice must be confirmed promptly by delivery to the Borrower Representative shall be deemed to have given notice to Swingline Lender and the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline written Loan from Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Promptly after receipt by the Swingline Lender of any telephonic Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the amount Administrative Agent has also received such Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (1) directing the Swingline Lender not to make such insufficiency Swingline Loan as a result of the limitations set forth in this Article 2, or (2) that one or more of the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and applicable conditions specified in Article 5 is continuingnot then satisfied, and (y) no Lender is then a Defaulting Lenderthen, and subject to the terms and conditions of this Agreementhereof, the Swingline Lender agrees to will, not later than 3:00 p.m. on the borrowing date specified in such Loan Notice, make a the amount of its Swingline Loan available to the Borrowers on such Business Day in at its office by crediting the amount account of the InsufficiencyLead Borrower on the books of the Swingline Lender in immediately available funds; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of provided that so long as any Lender exceeding the Revolving Commitment of such is a Defaulting Lender; provided, further, however, that the Swingline Lender shall not be required to make a any Swingline Loan Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to refinance an outstanding such Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To The Administrative Agent, the extent there are insufficient collected funds Swingline Lender and the Lenders agree that in order to facilitate the Master Accountadministration of this Agreement and the other Loan Documents, as determined on any Business Day by promptly after the Administrative Agent Borrower requests an ABR Borrowing, the Swingline Lender may elect, in its sole discretion, to pay have the fees terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuingrequested, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan same day funds to the Borrowers on the applicable Borrowing date to the Funding Account (each such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that made solely by the Swingline Lender shall not be required pursuant to make this Section 2.05(a) is referred to in this Agreement as a Swingline Loan to refinance an outstanding “Swingline Loan. The proceeds of each Swingline Loan shall be credited ”), with settlement among them as to the Master Account by the Swingline Lender. Within the foregoing limits and subject Loans to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request take place on a Swingline Loan except in accordance with the procedures periodic basis as set forth in the first sentence of this Section 2.03(a2.05(c). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other the terms and conditions applicable to Revolving other ABR Loans made pursuant to Section 2.01(b)funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account.. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $10,000,000. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Availability (after giving effect to such Swingline Loan). Swingline Loans may not be made if the Swingline Lender has been notified by the Administrative Agent or the Required Lenders that a Default exists and that Swingline Loans may not be made. All Swingline Loans shall be ABR Borrowings. (b) Upon the making of a Swingline Loan (whether before or after the occurrence of a Default or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender or the Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Swingline Loan in proportion to its Applicable Percentage of the aggregate Commitments. The Swingline Lender or the Administrative Agent may, at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund, and funds, its participation in any Swingline Loan purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Swingline Loan. (c) The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Lenders of such requested Settlement by facsimile, telephone or Electronic Transmission no later than 12:00 p.m., New York City time on the date of

Swingline Loans. (a) To Subject to the extent there are insufficient collected funds other terms and conditions set forth in this Agreement, including those conditions set forth in Section 7.2, and as evidenced by a promissory note in favor of Swingline Lender in the Master Accountform of Exhibit D ("Swingline Note"), as determined on any Business Day by the Administrative Agent Swingline Lender, in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice may make Advances to the Administrative Agent Borrowers (each such loan, a "Swingline Loan"), at such times and in such amounts as the Borrowers shall request, until the Revolving Credit Maturity Date, up to an aggregate principal amount at any time outstanding equal to the amount by which Swingline Lender's Revolving Credit Commitment exceeds the principal amount of Swingline Lender's other Revolving Credit Outstanding plus Swingline Lender's Applicable Commitment Percentage of the Letter of Credit Outstandings; provided, and automatically and irrevocably requested, the borrowing of that Swingline Lender will not make a Swingline Loan from if (i) after giving effect thereto, any of the limitations set forth under Sections 2.1(a) would be exceeded or if the aggregate unpaid or unrefinanced balance of the outstanding Swingline Loans would exceed the Swingline Loan Sublimit or (ii) Swingline Lender has received written notice from any Borrower or any Lender that one or more of the conditions precedent set forth in the amount Agreement have not been satisfied. Within the foregoing limits, Borrowers may borrow, repay and reborrow Swingline Loans. All Swingline Loans shall be treated as Revolving Loans for purposes of such insufficiency (the “Insufficiency”). So long as this Agreement, except that (x) no Default or Event of Default has occurred and is continuingall Swingline Loans shall be Base Rate Advances, and (y) no 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 Swingline Lender in its capacity as the lender of Swingline Loans. Notwithstanding the foregoing, if demand is then a Defaulting made by Swingline Lender during the continuance of an Event of Default, each other Lender shall irrevocably and unconditionally purchase and receive from Swingline Lender, without recourse or warranty from Swingline Lender, an undivided interest and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a participation in each Swingline Loan to the Borrowers on extent of such Business Day Lender's Applicable Commitment Percentage thereof, by paying to Swingline Lender, in the same day funds, an amount of the Insufficiency; provided, however, the making equal to such Lender's Applicable Commitment Percentage of such Swingline Loan shall not result Loan. Notwithstanding anything to the contrary contained in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; providedthis Section 2.1(b), further, however, that the Swingline Lender shall not be required obligated to make a any Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by at a time when any other Lender is a Defaulting Lender, unless the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, Lender has entered into arrangements with the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each or such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable Defaulting Lender which are satisfactory to the Swingline Lender for its own accountto eliminate the Swingline Lender's Fronting Exposure (after giving effect to Section 4.4(b)) with respect to any such Defaulting Lender, including the delivery of cash collateral.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, Subject to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to upon the terms and conditions set forth herein, the Borrowers may borrowSwingline Lender agrees to make, prepay at any time and reborrow from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans. For ”) to the avoidance of doubtBorrower, the Borrowers which Swingline Loans (i) shall be made and maintained in Dollars and as Base Rate Loans, (ii) may not request a Swingline Loan except be repaid and reborrowed in accordance with the procedures set forth provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the first sentence sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b1.01(b), except that all payments thereon shall be payable to (x) the Swingline Lender for its own accountshall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Lenders’ Revolving Credit Percentage of the outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (I) of rescission of all such notices from the party or parties originally delivering such notice or (II) of the waiver of such Default or Event of Default by the Required Lenders.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan Loans to the Borrowers Borrower in dollars from time to time on such any Business Day in during the amount period from the Closing Date to the sixth Business Day preceding the last day of the Insufficiency; provided, however, the making of such Swingline Loan shall Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the Swingline Exposure exceeding the Swingline Commitment or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Swingline Competitive Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the total Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; providedCommitments, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan if (A) any applicable Lender shall be credited in default of its obligations under this Credit Agreement or (B) any Credit Party shall have notified the Swingline Lender and the Borrower in writing at least one Business Day prior to the Master Account by date of the proposed Borrowing of such Swingline Lender. Within Loan that the foregoing limits and subject to the terms and conditions set forth hereinin Section 5.3 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan, provided, further, that the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may Lender shall not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each make such Swingline Loan if Required Lenders shall be a Base Rate have so notified the Administrative Agent, the Swingline Lender and the Borrower in writing and the conditions with respect to which such notice was provided remain unsatisfied as of the requested time of the making of such Swingline Loan. Each Swingline Loan shall be subject due and payable on the maturity thereof, provided that in no event shall such maturity be later than the sixth Business Day preceding the Maturity Date. To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender by telephone (confirmed by facsimile) no later than 2:00 p.m., New York City time, on the day of the relevant Swingline Loan. Each such notice shall be irrevocable and shall specify (i) the aggregate principal amount to be borrowed, (ii) the requested date (which shall be a Business Day), and (iii) the requested Swingline Rate and maturity date of the requested Swingline Loan which shall be not later than seven Business Days after the making of such Swingline Loan. Subject to its agreement with the Borrower on the applicable Swingline Rate, the Swingline Lender will make the requested amount available promptly on that same day by means of a credit to an account designated in writing by the Borrower not less than one Business Day prior to such Loan or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.10(e) by remittance to the Issuing Bank. 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 applicable Lenders to acquire participations on such Business Day in all other terms or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the applicable Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Lender, specifying in such notice such applicable Lender's Applicable Percentage of such Swingline Loan or Swingline Loans. Each applicable Lender hereby absolutely and conditions 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 Swingline Loans. Each applicable Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each applicable Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.6 with respect to Revolving Loans made by such Lender (and Section 2.6 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 applicable Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the applicable Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. 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 notify the Administrative Agent that the Swingline Lender is requesting that the applicable Lenders make an ABR Revolving Borrowing in an amount equal to the outstanding principal balance and accrued interest on the Swingline Loans, in which case (i) the Administrative Agent shall notify each applicable Lender of the details thereof and of the amount of such Lender's Loan to be made as part of such ABR Revolving Borrowing, and (ii) each Lender shall, whether or not any Default shall have occurred and be continuing, any representation or warranty shall be accurate, any condition to the making of any loan hereunder shall have been fulfilled, or any other matter whatsoever, make the Loan to be made by it under this paragraph by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, (A) on such date, in the event that such Lender shall have received notice of such ABR Revolving Borrowing prior to 12:00 noon, New York City time, or (B) if such notice has not been received by such Lender prior to such time on such date, then not later than 1:00 p.m., New York City time, on (X) the Business Day that such Lender receives such notice, if such notice is received prior to 12:00 noon, New York City time, on the day of receipt or (Y) the Business Day immediately following the day that such Lender receives such notice, if such notice is not received prior to such time on the day of receipt. Such Loans shall, for all purposes hereof, be deemed to be an ABR Revolving Borrowing referred to in Section 2.1(a) and made pursuant to Section 2.01(b)2.3, except that all payments thereon and the Lenders obligations to make such Loans shall be payable absolute and unconditional. The Administrative Agent will make such Loans available to the Swingline Lender by promptly crediting or otherwise transferring the amounts so received, in like funds, to the Swingline Lender for its own accountthe purpose of repaying in full the Swingline Loans and all accrued interest thereon.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Loans (“Swingline Loan Loans”) to Borrower solely for the Borrowers on such Business Day in Swingline Lender’s own account, from time to time during the Availability Period, up to an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any one time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) 10,000,000 or (ii) the Revolving Exposure sum of any Lender exceeding the Revolving Commitment aggregate Unused Commitments of the Lenders at such Lendertime being exceeded; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds Swingline Lender shall not make any Swingline Loan in the period commencing one Business Day after the Swingline Lender shall have received written notice in accordance with Section 10.5 of each this Agreement from the Agent or any Lender that one or more of the conditions contained in Article III are not then satisfied or a Default or an Event of Default exists and ending upon the satisfaction or waiver of such condition(s) or cure or waiver of such Default or Event of Default. Swingline Loans shall bear interest at the Prime Rate from time to time in effect. Each outstanding Swingline Loan shall be credited payable on the Business Day following demand therefor or automatically without demand on the Revolving Credit Maturity Date, together with interest accrued thereon, and shall otherwise be subject to all other terms and conditions applicable to all Revolving Loans, except that all interest thereon shall be payable to the Master Account by Swingline Lender solely for its own account other than in the Swingline Lendercase of the purchase of a participation therein in accordance with Section 2.3(c) of this Agreement. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay repay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To Each U.S. Swingline Loan borrowing shall be due and payable on the extent there are insufficient collected funds in the Master AccountMaturity Date. The U.S. Swingline Lender may, as determined on at any Business Day by the Administrative Agent time, in its sole discretion, by written notice to pay the fees Company and charges and other account activity the Administrative Agent, demand repayment of its U.S. Swingline Loans by way of a U.S. Revolving Loan borrowing, in which case the Master Account for such Business Day, the Borrower Representative Company shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the requested a U.S. Revolving Loan borrowing comprised entirely of a Swingline Loan from the Swingline Lender Alternate Base Rate Loans in the amount Dollar Amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the U.S. Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the InsufficiencyLoans; provided, however, that, in the making following circumstances, any such demand shall also be deemed to have been given one Business Day prior to each of such Swingline Loan shall not result in (iA) the aggregate principal amount Maturity Date, (B) the occurrence of outstanding Swingline Loans exceeding $5,000,000 any Event of Default described in Section 7.1(e), (C) upon acceleration of the “Swingline Sublimit”Credit Party Obligations hereunder, whether on account of an Event of Default described in Section 7.1(e) or any other Event of Default and (iiD) the Revolving Exposure exercise of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except remedies in accordance with the procedures set forth in the first sentence provisions of this Section 2.03(a7.2 (each such U.S. Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as a "U.S. Mandatory Borrowing"). Each U.S. Revolving Lender hereby irrevocably agrees to make such U.S. Revolving Loans promptly upon any such request or deemed request on account of each U.S. Mandatory Borrowing in the Dollar Amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of U.S. Mandatory Borrowing may not comply with the minimum amount for borrowings of U.S. Revolving Loans otherwise required hereunder, (B) whether any conditions specified in Section 4.2 are then satisfied, (C) whether a Default or an Event of Default then exists, (D) failure of any such request or deemed request for U.S. Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (E) the date of such U.S. Mandatory Borrowing, or (F) any reduction in the Aggregate U.S. Revolving Committed Amount or termination of the U.S. Revolving Commitments immediately prior to such U.S. Mandatory Borrowing or contemporaneously therewith. In the event that any U.S. Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Company), then each U.S. Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the U.S. Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Company on or after such date and prior to such purchase) from the U.S. Swingline Loan Lender such participations in the outstanding U.S. Swingline Loans as shall be a Base Rate Loan. Each necessary to cause each such Lender to share in such U.S. Swingline Loan shall be subject Loans ratably based upon its respective U.S. Revolving Commitment Percentage (determined before giving effect to all other terms and conditions applicable to Revolving Loans made any termination of the Commitments pursuant to Section 2.01(b7.2), except provided that (A) all payments thereon interest payable on the U.S. Swingline Loans shall be payable for the account of the U.S. Swingline Lender until the date as of which the respective participation is purchased, and (B) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to the U.S. Swingline Lender interest on the principal amount of such participation purchased for its own accounteach day from and including the day upon which the U.S. Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the U.S. Mandatory Borrowing, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower in dollars from time to time on any Business Day during the period from the Effective Date to the tenth Business Day preceding the Maturity Date in an aggregate principal amount at any time outstanding that will not result in the Swingline Exposure exceeding the Swingline Commitment or the sum of the total Revolving Exposures exceeding the total Commitments, provided that the Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the Borrowers on such Business Day in the amount of the Insufficiency; providedforegoing, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan if (x) any Lender shall be in default of its obligations under this Agreement or (y) any Lender shall have notified the Swingline Lender and the Borrower in writing at least one Business Day prior to refinance an outstanding Swingline Loan. The proceeds the date of each Borrowing with respect to such Swingline Loan shall be credited to that the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, in Section 4.2 have not been satisfied and such conditions remain unsatisfied as of the Borrowers may borrow, prepay requested time of the making of such Swingline Loan and reborrow (ii) the Swingline Loans. For the avoidance of doubt, the Borrowers may Lender shall not request make a Swingline Loan except if the Administrative Agent or the Required Lenders shall have notified the Swingline Lender and the Borrower in accordance writing at least one Business Day prior to the date of Borrowing with respect to such Swingline Loan that the procedures conditions set forth in Section 4.2 have not been satisfied and such conditions remain unsatisfied as of the first sentence requested time of this Section 2.03(a). Each the making of such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms due and conditions applicable to Revolving Loans made pursuant to Section 2.01(b)payable on the maturity thereof, except provided that all payments thereon in no event shall such maturity be payable to later than the Swingline Lender for its own accounttenth Business Day preceding the Maturity Date.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, Account as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity described in the Master Account fourth sentence of Section 2.06(b)(i) for such Business Day, the Borrower Representative Borrowers shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such LenderCommitment; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other the terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b)Loans, except that all payments thereon shall be payable to the Swingline Lender for its own our account.

Swingline Loans. (a) To Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided no Revolving Lender shall be required to acquire a participation in a Swingline Loan to the extent there are insufficient collected funds same would result in such Revolving Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the Master Accountsame manner as provided in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06 shall apply, as determined on any Business Day by mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent in its sole discretion, shall promptly pay to pay the fees and charges and other account activity in Swingline Lender the Master Account for such Business Day, amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be deemed to have given notice 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 Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, and automatically and irrevocably requestedas their interests may appear, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except instance in accordance with the procedures set forth in the first sentence of this Section 2.03(a2.17(a). Each ; provided that any such Swingline Loan payment so remitted shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for its own accountany reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the each Swingline Lender severally agrees to make a Swingline Loan Loans in U.S. Dollars to the Borrowers on such Business Day Borrower from time to time during its Swingline Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans made by such Swingline Lender exceeding $5,000,000 (the “Swingline Sublimit”) or Commitment of such Swingline Lender and (ii) the total Revolving Exposure of any Lender Credit Exposures exceeding the Revolving Commitment of such LenderTotal Commitment; provided, further, however, provided that the no Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers Borrower may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving made as part of a Borrowing consisting of Swingline Loans made pursuant by the Swingline Lenders ratably in accordance with their respective Swingline Commitments. The failure of any Swingline Lender to Section 2.01(b), except make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that all payments thereon the Swingline Commitments of the Swingline Lenders are several and no Swingline Lender shall be payable responsible for any other Swingline Lender’s failure to make Swingline Loans as required. Notwithstanding anything to the contrary contained herein, no Swingline Lender for its own accountshall make a Swingline Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing (or any other condition to the funding of a Swingline Loan in Section 4.02 cannot be satisfied) until such time as such Swingline Lender shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice or notices or (ii) the waiver of such Default or Event of Default (or condition to such funding) by the Required Lenders.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make a Swingline Loan Loans to the Borrowers on such Business Day from time to time during the Availability Period, in the an aggregate principal amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) amount equal to 10.0% of the Aggregate Commitments, or (ii) the total Revolving Exposure of any Lender Exposures exceeding the Revolving Commitment of such LenderLine Cap; provided, further, however, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Each Swingline Loan shall be credited to the Master Account in an integral multiple of $100,000 and not less than $500,000 or such lesser amount as may be agreed by the Swingline LenderAdministrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not To request a Swingline Loan, the Borrower Agent shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by facsimile), not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Swingline Lender shall make each Swingline Loan except available to the Borrowers by means of a credit to the Funding Account or otherwise in accordance with the procedures set forth instructions of the Borrower Agent (including, in the first sentence case of this a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.03(a2.06(e). Each , by remittance to the applicable Issuing Bank) on the requested date of such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.

Swingline Loans. (a) To Each Borrowing of Swingline Loans shall be made upon the extent there are insufficient collected funds in Borrower Representative’s irrevocable notice to the Master AccountSwingline Bank and the Administrative Agent, as determined on any Business Day which may be given by telephone. Each such notice must be received by the Swingline Bank and the Administrative Agent not later than 12:00 Noon on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $250,000 and integral multiples of $100,000 in its sole discretionexcess thereof, to pay (ii) whether the fees and charges and other account activity in Swingline Loans requested shall consist of Base Rate Loans, Daily LIBOR Swingline Loans or a combination thereof, (iii) the Master Account for such requested borrowing date, which shall be a Business Day, and (iv) the Borrower Representative shall applicable U.S. Borrower. Each such telephonic notice must be deemed confirmed promptly by delivery to have given notice to the Swingline Bank and the Administrative Agent of a written Notice of Swingline Loan Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Promptly after receipt by the Swingline Lender, and automatically and irrevocably requestedBank of any telephonic Notice of Swingline Loan Borrowing, the borrowing Swingline Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Notice of a Swingline Loan Borrowing and, if not, the Swingline Bank will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Bank has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Bank) prior to 1:00 p.m. on the date of the proposed Borrowing of Swingline Lender Loans (A) directing the Swingline Bank not to make such Swingline Loan as a result of the limitations set forth in the amount first proviso to the first sentence of such insufficiency Section 2.1(b), or (B) that one or more of the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and applicable conditions specified in Section 5 is continuingnot then satisfied, and (y) no Lender is then a Defaulting Lenderthen, and subject to the terms and conditions of this Agreementhereof, the Swingline Lender agrees to make a Bank will, not later than 1:30 p.m. on the borrowing date specified in such Notice of Swingline Loan to the Borrowers on such Business Day in Borrowing, make the amount of the Insufficiency; provided, however, the making of such its Swingline Loan shall not result in available to the U.S. Borrowers. (iiii) the aggregate principal amount Procedures for Issuance and Amendment of outstanding Swingline Loans exceeding $5,000,000 Letters of Credit; Auto- Extension Letters of Credit. (the “Swingline Sublimit”A) or (ii) the Revolving Exposure Each Letter of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan Credit shall be credited issued or amended, as the case may be, upon the request of the Borrower Representative delivered to an Issuing Bank (with a copy to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth Administrative Agent) in the first sentence form of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable to the Swingline Lender for its own account.Letter of Credit

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject Subject to the terms and conditions set forth herein, from time to time until the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubtTermination Date, the Borrowers Swingline Lender, at the request of the Company and at the sole discretion of the Swingline Lender, may not request make, under the Revolving Credit Facility, a revolving loan or revolving loans (each a "SWINGLINE LOAN" and, collectively, the "SWINGLINE LOANS") to the Company, which Swingline Loan except Loans (i) shall be denominated in Dollars, (ii) may be repaid and reborrowed in accordance with the procedures set forth provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the first sentence sum of the aggregate principal Dollar Equivalent amount of outstanding Revolving Credit Loans PLUS the aggregate principal amount of Competitive Bid Loans made thereunder at any time, the Aggregate Revolving Credit Commitment LESS the sum of all outstanding L/C Obligations, (iv) shall not exceed in aggregate principal amount at any time outstanding the Swingline Maximum and (v) shall bear interest at the Swingline Rate. Notwithstanding anything to the contrary contained in this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b2.6(a), except that all payments thereon shall be payable to (x) the Swingline Lender for its own accountshall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Company to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Revolving Commitment Percentage of the outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or (B) of the waiver of such Default or Event of Default by the Required Lenders.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementset forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower in dollars from time to time on any Business Day during the period from the Effective Date to the tenth Business Day preceding the Revolving Maturity Date in an aggregate principal amount at any time outstanding that will not result in the Swingline Exposure exceeding $5,000,000 or result in the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments, provided that the Swingline Lender shall not be obligated to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of refinance an outstanding Swingline Loans exceeding $5,000,000 (Loan. Notwithstanding the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; providedforegoing, further, however, that the Swingline Lender shall not be required to make a Swingline Loan if (i) prior thereto or simultaneously therewith the Borrower shall not have borrowed Revolving Loans, (ii) any applicable Lender shall be in default of its obligations under this Credit Agreement or (iii) any Credit Party shall have notified the Swingline Lender and the Borrower in writing at least one Business Day prior to refinance an outstanding the Borrowing Date with respect to such Swingline Loan. The proceeds of each Swingline Loan shall be credited to , that the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, in Section 5.2 have not been satisfied and such conditions remain unsatisfied as of the Borrowers may borrow, prepay and reborrow Swingline Loans. For requested time of the avoidance making of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be subject to all other terms due and conditions applicable to payable on the maturity thereof, provided that in no event shall such maturity be later than the tenth Business Day preceding the Revolving Loans made pursuant to Section 2.01(b), except that all payments thereon shall be payable Maturity Date. Notwithstanding anything to the contrary herein contained, all Swingline Lender for its own accountLoans shall at all times consist of ABR Borrowings.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Accountrequest a Swingline Loan, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the notify Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, Lender of such request by (A) telephone (promptly confirmed in writing in the borrowing form of a Notice of Swingline Borrowing by facsimile or electronic mail) or (B) by a Notice of Swingline Borrowing, not later than 4:00 p.m., New York time, on the day of a proposed Swingline Loan from (which day shall be a Business Day). 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 Tranche of Revolving Commitments under which such Swingline Loan is to be borrowed. Promptly after receipt by the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event any Notice of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this AgreementSwingline Borrowing, the Swingline Lender agrees will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such Notice of Swingline Borrowing and, if not, the Swingline Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Administrative Agent will promptly advise the Swingline Lender of any such notice received from Borrower. Unless the Swingline Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Lender) prior to 5:00 p.m. New York time on the date of the proposed Swingline Loan (A) directing the Swingline Lender not to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall not as a result in (i) of the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures limitations set forth in the first sentence of this Section 2.03(a). Each 2.01(e)(i) or (B) that one or more of the applicable conditions specified in Section 7.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender shall make each Swingline Loan available to Borrower by depositing the same by wire transfer of immediately available funds in (or, in the case of an account of Borrower maintained with the Swingline Lender, by crediting the same to) the account of Borrower as directed by Borrower in the applicable Notice of Swingline Borrowing for such Swingline Loan by 6:00 p.m. New York time, on the requested date of such Swingline Loan. Swingline Loans shall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount. Immediately upon the making of a Base Rate Swingline Loan. Each Swingline Loan , each Revolving Lender of the applicable Tranche shall be subject to all other terms deemed to, and conditions applicable to Revolving Loans made pursuant to Section 2.01(b)hereby irrevocably and unconditionally agrees to, except that all payments thereon shall be payable to purchase from the Swingline Lender for its own accounta risk participation in such Swingline Loan in an amount equal to the product of such Lender’s R/C Percentage (with respect to the applicable Tranche of Revolving Commitments) of such Swingline Loan.

Swingline Loans. (a) To the extent there are insufficient collected funds in the Master Account, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject Subject to the terms and conditions of this Agreementhereof, the Swingline Lender Bank severally agrees to make a Swingline Loan portion of the Aggregate W/C Revolving Commitments available to the Borrowers Company by making swingline loans (individually, a "Swingline --------- Loan"; collectively, the "Swingline Loans") to the Company on such any Business Day in ---- --------------- during the amount of period from the Insufficiency; provided, however, the making of such Swingline Loan shall not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) or (ii) Closing Date to the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline Lender. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not request a Swingline Loan except Termination Date in accordance with the procedures set forth in the first sentence of this Section 2.03(a). Each in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, notwithstanding the fact that such Swingline Loan shall Loans, when aggregated with the Swingline Bank's outstanding W/C Revolving Loans, may exceed the Swingline Bank's W/C Revolving Commitment (the amount of such commitment of the Swingline Bank to make Swingline Loans to the Company pursuant to this subsection 2.9(a), as the same may be reduced as a Base Rate Loan. Each Swingline Loan shall be subject to all other terms and conditions applicable to Revolving Loans made result of any assignment pursuant to Section 2.01(b11.8, the Swingline Bank's "Swingline Commitment"); provided, that at no time -------------------- -------- ---- shall (i) the sum of the Effective Amount of all Swingline Loans, L/C Obligations, and W/C Revolving Loans exceed the Aggregate W/C Revolving Commitments, or (ii) the Effective Amount of all Swingline Loans exceed the Swingline Commitment. Additionally, no more than three (3) Swingline Loans may be outstanding at any one time, and except as otherwise provided in subsection 2.8(c), except that all payments thereon Swingline Loans shall be payable at all times bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin, unless otherwise agreed to by ---- the Swingline Lender for Bank in its own account.sole

Swingline Loans. (a) To In order to reduce the extent there are insufficient collected frequency of transfers of funds in the Master Account, as determined on any Business Day by the Administrative from Lenders to Agent in its sole discretion, to pay the fees for making Revolving Credit Loans and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice to the Administrative Agent and the Swingline Lender, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the amount of such insufficiency (the “Insufficiency”). So so long as (x) no Default or Event of Default has occurred and is continuing, and Agent shall be permitted (ybut not required) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Revolving Credit Loans to Borrowers upon request by Borrower Representative (such Revolving Credit Loans to be designated as "Swingline Loan to Loans"); provided that the Borrowers on such Business Day in the aggregate amount of the Insufficiency; provided, however, the making of such Swingline Loan shall Loans outstanding at any time will not result in (i) exceed $22,500,00025,000,000; (ii) when added to the aggregate principal amount of Agent's other Revolving Credit Loans then outstanding Swingline Loans exceeding $5,000,000 (plus Agent's Revolving Loan Percentage of the “Swingline Sublimit”) LC Exposure, exceed Agent's Revolving Credit Commitment; or (iiiii) the Revolving Exposure of any Lender exceeding the Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited when added to the Master Account by principal amount of all other Revolving Credit Loans then outstanding plus the Swingline LenderLC Exposure (other than the Cash Collateralized LC Exposure), exceed the Borrowing Base. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrowers may borrow, prepay repay and reborrow Swingline Loans. For All Swingline Loans shall be treated as Revolving Credit Loans for purposes of this Agreement, except that (a) all Swingline Loans shall be Base Rate Portions and (b) notwithstanding anything herein to the avoidance of doubt, the Borrowers may not request a Swingline Loan except in accordance with the procedures contrary (other than as set forth in the first sentence next succeeding sentence), all principal and interest paid with respect to Swingline Loans shall be for the sole account of this Section 2.03(a)Agent in its capacity as the lender of Swingline Loans. Each Notwithstanding the foregoing, not more than two Business Days after (1) Lenders receive notice from Agent that a Swingline Loan has been advanced in respect of a drawing under a Letter of Credit or (2) in any other circumstance, demand is made by Agent after the occurrence and during the continuance of an Event of Default, each Lender shall irrevocably and unconditionally purchase and receive from Agent, without recourse or warranty from Agent, an undivided interest and participation in each Swingline Loan to the extent of such Lender's Revolving Loan Percentage thereof, by paying to Agent, in same day funds, an amount equal to such Lender's Revolving Loan Percentage of such Swingline Loan shall be a Base Rate Loan. Each Swingline Loan Agent shall be subject to all other terms and conditions applicable to Revolving Loans made pursuant to Section 2.01(b)request settlement with the Lenders on a weekly basis, except that all payments thereon shall be payable or on a more frequent basis if so determined by Agent in its sole discretion, with respect to the outstanding Swingline Lender for its own account.Loans

Swingline Loans. (a) To Subject to the extent there are insufficient collected funds in terms and conditions set forth herein, the Master AccountSwingline Lender may, as determined on any Business Day by the Administrative Agent in its sole discretion, to pay the fees and charges and other account activity in the Master Account for such Business Day, the Borrower Representative shall be deemed to have given notice make Swingline Loans to the Administrative Agent and Borrowers, from time to time during the Swingline LenderAvailability Period, and automatically and irrevocably requested, the borrowing of a Swingline Loan from the Swingline Lender in the an aggregate principal amount of such insufficiency (the “Insufficiency”). So long as (x) no Default or Event of Default has occurred and is continuing, and (y) no Lender is then a Defaulting Lender, and subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make a Swingline Loan to the Borrowers on such Business Day in the amount of the Insufficiency; provided, however, the making of such Swingline Loan shall at any time outstanding that will not result in (i) the aggregate principal amount Dollar Amount of outstanding Swingline Loans exceeding $5,000,000 (the “Swingline Sublimit”) 40,000,000 or (ii) the sum of the Aggregate Revolving Exposure of any Lender exceeding the Aggregate Revolving Commitment of such Lender; provided, further, however, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The proceeds of each Swingline Loan shall be credited to the Master Account by the Swingline LenderCommitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. For the avoidance of doubt, the Borrowers may not To request a Swingline Loan, the Borrower Representative or the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed in a writing reasonably acceptable to the Administrative Agent if requested by the Administrative Agent, provided that any request for a Swingline Loan except denominated in a Foreign Currency or to a Foreign Subsidiary Borrower shall be in writing in a form reasonably approved by the Administrative Agent), not later than (i) noon Chicago time on the day of any proposed Swingline Loan in the case of any Swingline Loan to the Company denominated in Dollars, (ii) 10:00 a.m. London time on the day of any proposed Swingline Loan in the case of any Swingline Loan denominated in Euros, or (iii) 10:00 a.m. London time on the Business Day prior to the day of any proposed Swingline Loan in the case of any other Swingline Loan; or, in each of the foregoing cases, such other times or methods agreed to between the applicable Borrower and the Administrative Agent. Each such notice shall be irrevocable and shall specify (A) the requested date (which shall be a Business Day), (B) whether such Swingline Loan is to be denominated in Dollars or a Foreign Currency, (C) the amount of the requested Swingline Borrowing, and (D) such other information reasonably required by the Swingline Lender. The Administrative Agent shall promptly advise the Swingline Lender of any such notice received from a Borrower. Any funding of a Swingline Loan by the Swingline Lender shall be made in accordance with the procedures set forth in the first sentence of this Section 2.03(a)2.05(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Swingline Lender. Each The Administrative Agent may make such Swingline Loan shall be available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the applicable Borrower with the Administrative Agent (or, in the case of a Base Rate Loan. Each Swingline Loan shall be subject Borrowing made to all other terms and conditions applicable to Revolving Loans made pursuant to finance the reimbursement of an LC Disbursement as provided in Section 2.01(b2.05(e), except that all payments thereon shall be payable by remittance to the applicable Issuing Bank). Notwithstanding anything in this Section 2.05 or elsewhere to the contrary, (x) the Swingline Lender and the applicable Borrower may agree to make any other arrangements for its own accountthe making of Swingline Loans, including without limitation by way of an overdraft facility or other credit extensions, and the obligations thereunder shall constitute Swingline Loans hereunder if designated as such by the Administrative Agent, (y) the Swingline Lender shall have no obligation to make any Swingline Loan, and (z) the Swingline Loans shall bear interest at the rate or rates separately agreed to in writing between the Swingline Lender and the Company. Unless the Swingline Lender has received written notice from any Revolving Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of the making of a Swingline Loan, that one or more applicable conditions contained in Section 4.02 or in this Section 2.05 shall not then be satisfied, the Swingline Lender shall be entitled to entitled to rely on the representation by the applicable Borrower that all such conditions are satisfied.