Common use of Swingline Commitment Clause in Contracts

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the BorrowersBorrower and any Subsidiary Borrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Swingline Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) outstanding at any time shall not exceed its Revolving such Swingline Lender’s Swingline Commitment then in effect, (ii) the sum outstanding principal amount of all outstanding such Swingline Loans Lender’s Revolving Extensions of Credit shall not exceed the aggregate amount of such Swingline Commitment, Lender’s Revolving Commitment and (iii) the sum of Borrower or the outstanding Swingline Loans made by such relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five 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 borrowed, the applicable Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during (i) the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrowers; provided that (i) any Swingline Loan shall be made in the sole discretion of the Swingline Lender, (ii) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and, (iii) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender effect and (iv) no Borrower shall request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Each Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Maturity Date and five the first date after such Swingline Loan is made that is the 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 borrowed, the applicable Borrower shall repay all of its Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during (i) the Revolving Commitment Period, each Swingline Lender severally (acting through any of its branches or affiliates) agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrowers; provided that (i) any Swingline Loan shall be made in the sole discretion of the Swingline Lender, (ii) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) (iii) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender effect and (iv) no Borrower shall request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Each Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Maturity Date and five the date that is ten (10) Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all of its Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Credit Commitment Period, each the Swingline Lender severally agrees to may at its sole discretion make a portion of the credit otherwise available to the Borrowers Parent Borrower under the USD Revolving Credit Commitments by making swing line loans in Dollars (“Swingline Loans”) to the BorrowersParent Borrower; provided that (i) the sum of (x) the Swingline Exposure of such the Swingline Lender (in its capacity as a the Swingline Lender and a USD Revolving Credit Lender), (y) the aggregate principal amount of outstanding USD Revolving Credit Loans made by such the Swingline Lender (in its capacity as a USD Revolving Credit Lender) and (z) the L/C Exposure of such the Swingline Lender (in its capacity as a USD Revolving Credit Lender) shall not exceed the USD Revolving Credit Commitment of the Swingline Lender (in its capacity as a USD Revolving Commitment Credit Lender) then in effect, (ii) the sum of all the outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, Commitment and (iii) the sum of Parent Borrower shall not request, and the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Credit Commitments in respect of the USD Revolving Credit Facility would be less than zero. During the Revolving Credit Commitment Period, the Borrowers Parent Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyLoans. (b) The applicable Parent Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Credit Termination Date and the date that is five Business Days after such Swingline Loan is made; provided that on each date that a USD Revolving Credit Loan is borrowed, the applicable Parent Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such USD Revolving Credit Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereofhereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans in Dollars (“Swingline Loans”) to the Revolving Borrowers; provided that (i) the sum aggregate Outstanding Amount of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of such Swingline Lender and Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (ivii) no Borrower the Revolving Borrowers shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zerozero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan. (b) The applicable Borrower Revolving Borrowers shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier earliest to occur of (i) the Revolving Termination Date and five date ten Business Days after such Swingline Loan is made; provided that on each date that a made and (ii) the Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingTermination Date.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (ya) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect) and the aggregate amount of such Swingline Lender and Loans made by Bank of America, N.A. shall not exceed the Revolving Commitment of Bank of America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (ivb) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender may, in its reasonable discretion, make Swingline Loans to the Borrower, from time to time during the Revolving Commitment Availability Period, each Swingline Lender severally agrees in an aggregate principal amount outstanding at any time not to make a portion exceed the lesser of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, effect and (ii) the sum difference between the Aggregate Revolving Commitments and the aggregate Revolving Credit Exposures of all outstanding Swingline Loans shall not exceed Lenders; provided, that the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the be required to make a Swingline Commitment of such Loan to refinance an outstanding Swingline Lender and (iv) no Loan. The Borrower shall requestbe entitled to borrow, repay and no reborrow Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement. (b) The applicable Borrower shall repay give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lenders Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the then unpaid Base Rate plus the Applicable Margin. The aggregate principal amount of each Swingline Loan made shall not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to such by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the earlier requested date of such Swingline Loan. (c) The Swingline Lender, at any time and from time to time in its sole discretion, may, but in no event no less frequently than once each calendar week shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Termination Date Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.6, and five Business Days after such proceeds will be used solely for the repayment of such Swingline Loan. (d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made; provided that in an amount equal to its Pro Rata Share thereof on each the date that a Revolving Loan is borrowedsuch Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the applicable Borrower shall repay all Swingline Loans made amount of its participating interest to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent for the account of the Swingline Lender. (e) Each Lender’s obligation to repay make a Base Rate Loan pursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Borrower Lender’s participation interest in such Swingline Loans that are outstandingsuch Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender may, in its sole discretion, make Swingline Loans to the Borrower, from time to time during the Revolving Commitment Availability Period, each Swingline Lender severally agrees in an aggregate principal amount outstanding at any time not to make a portion exceed the lesser of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, effect and (ii) the sum difference between the Aggregate Revolving Commitments and the aggregate Revolving Credit Exposures of all outstanding Swingline Loans shall not exceed Lenders; provided, that the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the be required to make a Swingline Commitment of such Loan to refinance an outstanding Swingline Lender and (iv) no Loan. The Borrower shall requestbe entitled to borrow, repay and no reborrow Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement. (b) The applicable Borrower shall repay give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 10:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lenders the then unpaid Lender of each Notice of Swingline Borrowing. The aggregate principal amount of each Swingline Loan made shall not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to such by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the earlier requested date of such Swingline Loan. (c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Termination Date Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.6, and five Business Days after such proceeds will be used solely for the repayment of such Swingline Loan. (d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made; provided that in an amount equal to its Pro Rata Share thereof on each the date that a Revolving Loan is borrowedsuch Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the applicable Borrower shall repay all Swingline Loans made amount of its participating interest to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent for the account of the Swingline Lender. (e) Each Lender’s obligation to repay make a Base Rate Loan pursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Borrower Lender’s participation interest in such Swingline Loans that are outstandingsuch Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower, from time to time during the Revolving Commitment Availability Period, each Swingline Lender severally agrees in an aggregate principal amount outstanding at any time not to make a portion exceed the lesser of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, effect and (ii) the sum difference between the Aggregate Revolving Commitment Amount and the aggregate Revolving Credit Exposures of all outstanding Swingline Loans shall not exceed Lenders; provided, that the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the be permitted to make a Swingline Commitment of such Loan to refinance an outstanding Swingline Lender and (iv) no Loan. The Borrower shall requestbe entitled to borrow, repay and no reborrow Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereofof this Agreement. The Swingline Loans Lender shall not be ABR Loans onlyrequired to make any Swingline Loan if there is any Defaulting Lender at the time of any request for such Swingline Loan or the making of a Swingline Loan unless to the extent not otherwise reallocated among all other Lenders that are Non-Defaulting Lenders in accordance with Section 3.2(f), the Borrower has cash collateralized (in accordance with Section 2.23(g)) a portion of the obligations of the Borrower owed to the Swingline Lender in an amount equal to such Defaulting Lender’s Swingline Exposure. (b) The applicable Swingline Lender agrees to make Swingline Loans to the Borrower from time to time in accordance with the treasury and cash management services and products provided to the Borrower by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline Loans, the Borrower shall repay give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 1:00 p.m. (Richmond, Virginia time) on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lenders Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the then unpaid Swingline Rate. The aggregate principal amount of each Swingline Loan made shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to such Borrower by the Swingline Lender and the Borrower. Unless the Swingline Lender has received notice from the Administrative Agent or any Lender on or before the earlier of Business Day immediately preceding the Revolving Termination Date and five Business Days after date the Swingline Lender is to make the requested Swingline Loan directing the Swingline Lender not to make the Swingline Loan because such Swingline Loan is made; provided not then permitted hereunder because of the limitations set forth in Section 2.4(a) or that on each date that a Revolving Loan is borrowedone or more conditions specified in Article 3 are not then satisfied, then, subject to the terms and conditions hereof, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than the later of 1:00 p.m. (Richmond, Virginia time) or two hours following the delivery of the Notice of Swingline Borrowing on the requested date of such Swingline Loan. (c) The Swingline Lender, at any such time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Loans shall be applied by Borrowing to the Administrative Agent requesting the Revolving Loan Lenders (including the Swingline Lender) to repay make Index Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Revolving Loan Lender will make the proceeds of its Index Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.7, which will be used solely for the repayment of such Swingline Loan. The Swingline Lender agrees that it shall give such Notice of Revolving Borrowing on the last Business Day of each calendar week if any Swingline Loans made to such Borrower that are then outstanding. (d) If for any reason an Index Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Revolving Loan Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Index Rate Borrowing should have occurred. On the date of such required purchase, each Revolving Loan Lender shall promptly transfer, in Same Day Funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Index Rate, such Swingline Loan shall automatically become an Index Rate Loan on the effective date of any such participation and interest shall become payable on demand. (e) Each Revolving Loan Lender’s obligation to make an Index Rate Loan pursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Loan Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Revolving Loan Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Administrative Agent or any Revolving Loan Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Revolving Loan Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Overnight Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Revolving Loan Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Revolving Loan Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Revolving Loan Lender’s participation interest in such Swingline Loans that such Revolving Loan Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Swingline Loans made by such from a Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such Swingline Lender then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s outstanding Loans (other than Swingline Loans), may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, (x) such Swingline Lender’s Exposure would exceed its Commitment or (y) the aggregate amount of Total Exposures would exceed the Available Revolving Commitments would be less than zeroTotal Commitments. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyor Alternate Rate Swingline Loans. (b) A Swingline Loan shall be an ABR Loan, unless the Borrower has requested an Alternate Rate Swingline Loan. At all times such Loan is an Alternate Rate Swingline Loan, the Borrower shall pay interest on the unpaid principal amount of such Alternate Rate Swingline Loan from the Borrowing Date of such Alternate Rate Swingline Loan until such principal amount shall be paid in full at a rate per annum equal to the Alternate Rate in effect from time to time plus the Applicable Margin for ABR Loans in effect from time to time. (c) The applicable Borrower shall repay to the each Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to by such Borrower Swingline Lender and accrued interest thereon on the earlier of the Revolving Termination Date and the date that is five Business Days after such Swingline Loan is mademade (or such earlier date on which the Swingline Loans become due and payable pursuant to Section 7); provided that on each date that a Revolving Loan (other than a Swingline Loan) is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during (i) the Revolving Commitment Period, each Swingline Lender severally (acting through any of its branches or affiliates) agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrowers; provided that (i) any Swingline Loan shall be made in the sole discretion of the Swingline Lender, (ii) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and, (iii) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender effect and (iv) no Borrower shall request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Each Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Initial Maturity Date and five the first date after such Swingline Loan is made that is the 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 borrowed, the applicable Borrower shall repay all of its Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided provided, that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five 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 provided, that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding. (c) If the maturity date shall have occurred in respect of any tranche of Revolving Commitments at a time when another tranche or tranches of Revolving Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding and the proceeds of any such Revolving Swingline Loans shall be applied by repaid in full on such date (and there shall be no adjustment to the Administrative Agent to repay any participations in such Swingline Loans made as a result of the occurrence of such maturity date); provided that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.1(c)), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Commitments which will remain in effect after the occurrence of such Borrower that are outstandingmaturity date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and the same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender may, in its sole discretion, make Swingline Loans to the Borrower, from time to time during the Revolving Commitment Availability Period, each Swingline Lender severally agrees in an aggregate principal amount outstanding at any time not to make a portion exceed the lesser of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, effect and (ii) the sum difference between the Aggregate Revolving Commitments and the aggregate Revolving Credit Exposures of all outstanding Swingline Loans shall not exceed Lenders; provided, that the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the be required to make a Swingline Commitment of such Loan to refinance an outstanding Swingline Lender and (iv) no Loan. The Borrower shall requestbe entitled to borrow, repay and no reborrow Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement. (b) The applicable Borrower shall repay give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 10:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lenders the then unpaid Lender of each Notice of Swingline Borrowing. The aggregate principal amount of each Swingline Loan made shall not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to such by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the earlier requested date of such Swingline Loan. (c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Termination Date Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.6, and five Business Days after such proceeds will be used solely for the repayment of such Swingline Loan. (d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made; provided that in an amount equal to its Pro Rata Share thereof on each the date that a Revolving Loan is borrowedsuch Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the applicable Borrower shall repay all Swingline Loans made amount of its participating interest to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent for the account of the Swingline Lender. (e) Each Lender’s obligation to repay make a Base Rate Loan pursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Borrower ▇▇▇▇▇▇’s participation interest in such Swingline Loans that are outstandingsuch Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (provided that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lenders’ other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. The Swingline Loans shall be ABR Loans only. The Swingline Lender shall not be obligated to make Swingline Loans if (A) it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default or (B) any of the Lenders is a Defaulting Lender but, in the case of this clause (B) only to the extent that (i) the Swingline Commitments of such Defaulting Lender may not be reallocated pursuant to clause (a) of Section 2.26 or (ii) other arrangements satisfactory to it and Borrower to eliminate such Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loan (including cash collateralization by the Borrower of such Defaulting Lender’s pro rata share of the outstanding Swingline Loans) have not been entered into. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingDate.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided provided, that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all the outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, Commitment and (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender Borrower shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided provided, that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent first to repay any Swingline Loans made to such Borrower that are outstanding. (c) If the maturity date shall have occurred in respect of any tranche of Revolving Commitments at a time when another tranche or tranches of Revolving Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such maturity date); provided, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.1(c)), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and the same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower, from time to time during the Revolving Commitment Availability Period, each Swingline Lender severally agrees in an aggregate principal amount outstanding at any time not to make a portion exceed the lesser of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, effect and (ii) the sum difference between the Aggregate Revolving Commitment Amount and the aggregate Revolving Credit Exposures of all outstanding Swingline Loans shall not exceed Lenders; provided, that the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the be required to make a Swingline Commitment of such Loan to refinance an outstanding Swingline Lender and (iv) no Loan. The Borrower shall requestbe entitled to borrow, repay and no reborrow Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement. (b) The applicable Borrower shall repay give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto ("Notice of Swingline Borrowing") prior to 11:00 a.m. (New York time) on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the Base Rate or any other interest rate as agreed between the Borrower and the Swingline Lender and shall have an Interest Period (subject to the definition thereof) as agreed between the Borrower and the Swingline Lenders the then unpaid Lender. The aggregate principal amount of each Swingline Loan made shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to such by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. (New York time) on the earlier requested date of such Swingline Loan. (c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Termination Date and five Business Days after Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.5, which will be used solely for the repayment of such Swingline Loan. (d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made; provided that in an amount equal to its Pro Rata Share thereof on each the date that a Revolving Loan is borrowedsuch Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the applicable Borrower amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall repay all Swingline Loans made to it then outstanding and automatically become a Base Rate Loan on the proceeds effective date of any such Revolving Loans participation and interest shall become payable on demand. (e) Each Lender's obligation to make a Base Rate Loan pursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) shall be applied absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender's Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to repay any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Borrower Lender's participation interest in such Swingline Loans that are outstandingsuch Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this section and in Section 2.7, shall make loans (each such loan, a “Swingline Loan”) to the Borrower in Dollars from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Committed Amount, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion Percentage of the credit otherwise available Outstanding Amount of Revolving Loans and LOC Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Committed Amount; provided, however, that after giving effect to the Borrowers under the Revolving Commitments by making swing line loans (“any Swingline Loans”) to the Borrowers; provided that Loan, (i) the sum total Outstanding Amount of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) Obligations shall not exceed its the Aggregate Revolving Commitment then in effectCommitted Amount, and (ii) the sum aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Revolving Commitment Percentage of the Outstanding Amount of all outstanding LOC Obligations, plus such Lender’s Revolving Commitment Percentage of the Outstanding Amount of all Swingline Loans shall not exceed the aggregate Swingline such Lender’s Revolving Commitment, (iii) and provided, further, that the sum of the outstanding Swingline Loans made by such Swingline Lender Borrower shall not exceed use the Swingline Commitment proceeds of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan ifto refinance any outstanding Swingline Loan. Within the foregoing limits, after giving effect and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.1(b), prepay under Section 3.4, and reborrow under this Section 2.1(b). Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Revolving Commitment Percentage times the amount of such Swingline Loan. The Borrower must repay each Swingline Loan in full no later than thirty (30) days after such loan is made, which repayment may be made with a borrowing of Revolving Loans to the aggregate amount extent the conditions set forth in Section 5.2 have been satisfied. Swingline Loans hereunder may consist of Base Rate Loans or Daily LIBOR Swingline Loans (or a combination thereof), as the Available Revolving Commitments would Borrower may request, and may be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying repaid and reborrowing, all reborrowed in accordance with the terms and conditions provisions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender may, in its sole discretion, make Swingline Loans to the Borrower, from time to time during the Revolving Commitment Availability Period, each Swingline Lender severally agrees in an aggregate principal amount outstanding at any time not to make a portion exceed the lesser of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, effect and (ii) the sum difference between the Aggregate Revolving Commitment Amount and the aggregate Revolving Credit Exposures of all outstanding Swingline Loans shall not exceed Lenders; provided, that the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the be required to make a Swingline Commitment of such Loan to refinance an outstanding Swingline Lender and (iv) no Loan. The Borrower shall requestbe entitled to borrow, repay and no reborrow Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement. (b) The applicable Borrower shall repay give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 10:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lenders Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the then unpaid Base Rate plus the Applicable Margin. The aggregate principal amount of each Swingline Loan made shall not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to such by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the earlier requested date of such Swingline Loan. (c) The Swingline Lender, at any time and from time to time in its sole discretion, may, but in no event no less frequently than once each calendar week shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Termination Date and five Business Days after Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.6, which will be used solely for the repayment of such Swingline Loan. (d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made; provided that in an amount equal to its Pro Rata Share thereof on each the date that a Revolving Loan is borrowedsuch Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the applicable Borrower shall repay all Swingline Loans made amount of its participating interest to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent for the account of the Swingline Lender. (e) Each Lender’s obligation to repay make a Base Rate Loan pursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Borrower Lender’s participation interest in such Swingline Loans that are outstandingsuch Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender shall make (X) Swingline Loans denominated in Dollars to the Lead Borrower from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available until one Business Day prior to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided Maturity Date in an aggregate principal amount at any time outstanding that will not result in (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Swingline Loans to the Lead Borrower exceeding $100,000,000; provided that any Swingline Loans to the Lead Borrower that would result in the aggregate outstanding amount of Swingline Loans to the Lead Borrower exceeding $50,000,000 shall be made by such at the sole discretion of the Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, or (ii) the sum Availability Conditions not being satisfied and (Y) Swingline Loans denominated in Dollars or Canadian Dollars to the Canadian Borrower from time to time from time to time until one Business Day prior to the Maturity Date in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all outstanding Swingline Loans shall not exceed to the Canadian Borrower exceeding the Dollar Equivalent of $15,000,000; provided that any Swingline Loans to the Canadian Borrower that would result in the aggregate outstanding amount of Swingline Commitment, Loans to the Canadian Borrower exceeding $6,000,000 shall be made at the sole discretion of the Swingline Lender or (iiiii) the sum of Availability Conditions not being satisfied; provided that the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) in no Borrower shall request, and no Swingline Lender shall make, any event be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan, . Within the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Lead Borrower or the Canadian Borrower, as applicable, may borrow, repay and reborrow Swingline Loans. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to Borrowers acknowledge that in the event that a reallocation of the Swingline Lenders Loan exposure of a Defaulting Lender pursuant to Section 2.11(a) does not fully cover the then unpaid principal amount of each Swingline Loan made to exposure of such Borrower on Defaulting Lender, the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, Administrative Agent may require the applicable Borrower shall repay all to prepay such remaining exposure in respect of each outstanding Swingline Loan within ten Business Days of demand therefor and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans made to it then outstanding and the proceeds extent such exposure would exceed the commitments of any the non-Defaulting Lenders, unless such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingremaining exposure is repaid.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally with respect to the Dollar Revolving Commitments agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Dollar Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Dollar Swingline Loans”) in Dollars to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall not make, any Dollar Swingline Loan if, after giving effect to the making of such Dollar Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Dollar Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Dollar Swingline Loans shall be ABR Loans only. (b) Subject to the terms and conditions hereof, the Swingline Lender with respect to the Multicurrency Revolving Commitments agrees to make a portion of the credit otherwise available to the Borrower under the Multicurrency Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Multicurrency Swingline Loans”) in Dollars to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any one time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and such Swingline Lender shall not make, any Multicurrency Swingline Loan if, after giving effect to the making of such Multicurrency Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Multicurrency Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Multicurrency Swingline Loans shall be ABR Loans only. (c) The applicable Borrower shall repay to the Swingline Lenders Lender of the applicable Class the then unpaid principal amount of each Swingline Loan made to of such Borrower Class on the earlier of the Revolving Termination Date and date five Business Days after the Borrowing Date of such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingTermination Date.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitments by making swing line loans (“Swingline Loans”) in Dollars to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Revolving Credit Exposure exceed the Total Revolving Commitment. On and after the Closing Date and until the earlier of the Available Revolving Commitments would be less than zero. During Maturity Date and the termination of the Revolving Commitment PeriodCommitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Maturity Date and five 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 Credit Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made then outstanding. (c) The Swingline Lender shall not be required to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay make any Swingline Loan if any Lender is a Defaulting Lender unless (i) the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.31(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans made as to which the Swingline Lender has Fronting Exposure, as it may elect in its sole discretion or (ii) the Fronting Exposure resulting from such Borrower that are outstandingDefaulting Lender has been reallocated pursuant to Section 2.31(a)(iv).

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees agrees, in reliance on the agreements of the other Tranche 1 Revolving Lenders set forth in Section 2.6, to make a portion of the credit otherwise available to the Borrowers under the Tranche 1 Revolving Commitments by (i) making swing line loans (such loans, “US Swingline Loans”) to the Non-Canadian Borrowers in US Dollars and (ii) making swing line loans (such loans, “Canadian Swingline Loans”; and, together with the US Swingline Loans, the “Swingline Loans”) to the Borrowersany Canadian Borrower in US Dollars or Canadian Dollars; provided that the Swingline Lenders shall not make any Swingline Loan available if, after giving effect thereto (i) the sum of (x) the Swingline Exposure aggregate principal amount of such Swingline Lender Lender’s Swingline Loans outstanding would exceed the Swingline Commitment then in effect for such Swingline Lender, (ii) the aggregate principal amount of all Swingline Lenders’ Swingline Loans outstanding would exceed the Swingline Commitments then in effect (iii) such Swingline Lender’s Revolving Extensions of Credit (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Tranche 1 Revolving Lender) and would exceed its Tranche 1 Revolving Commitment, (ziv) the L/C Exposure of such Swingline Lender (in its capacity as a Lender’s Revolving Lender) shall not Extensions of Credit would exceed its Revolving Commitment then in effect, or (iiv) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Extensions of Credit of the Tranche 1 Revolving Lenders outstanding at such time would exceed the aggregate amount of Tranche 1 Revolving Commitments would be less than zeroin effect at such time. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Each Swingline Loans Loan shall be an ABR Loans onlyLoan, in the case of a US Swingline Loan, a US Base Rate Loan, in the case of a Canadian Swingline Loan denominated in US Dollars, or a Canadian Prime Rate Loan, in the case of a Canadian Swingline Loan denominated in Canadian Dollars. (b) The applicable Each Borrower shall repay to its outstanding Swingline Loans on such terms as it may agree with the relevant Swingline Lenders Lenders; provided that in no event shall such repayment occur later than the then unpaid principal amount earliest of each Swingline Loan made to such Borrower on (x) the earlier of the Revolving Termination Date and five date that is ten Business Days after such Swingline Loan is made; provided that , (y) the Termination Date and (z) the date on each date that which a Revolving Loan is borrowed, the applicable Borrower Change of Control shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingoccur.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitments by making swing line loans (“Swingline Loans”) in Dollars to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Revolving Credit Exposure exceed the Total Revolving Commitment. On and after the Closing Date and until the earlier of the Available Revolving Commitments would be less than zero. During Maturity Date and the termination of the Revolving Commitment PeriodCommitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Maturity Date and five 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 Credit Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. 61 (a) Subject to the terms and conditions hereofset forth herein, from time to time during the Revolving Commitment Availability Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available Swingline Loans to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided Borrower in an aggregate principal amount at any time outstanding that will not result in (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of exceeding such Swingline Lender and Lender’s Swingline Commitment, (ivii) no Borrower shall request, and no such Swingline Lender’s Revolving Credit Exposure exceeding its Commitment or (iii) the total Revolving Credit Exposure exceeding the total Commitments; provided that a Swingline Lender shall make, any not be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan, . Within the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Swingline Loans shall be ABR Loans onlyonly.62 61 Added by the 1st Amendment. 62 Section 2.09(a) amended by the 3rd Amendment. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower and interest thereon on the earlier of the Revolving Termination Date and five 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 borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to may, in its discretion, make a portion of the credit otherwise available to the Borrowers Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans in Dollars (“Swingline Loans”) to the BorrowersBorrower and any Subsidiary Borrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the Borrower and (iv) no any Subsidiary Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, (iii) the sum of (x) the Swingline Exposure of such Swing Lender (in its capacity as a Swingline Lender and a Revolving Lender) and (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect and (iv) Swingline Loans shall be available only in Dollars. During the Revolving Commitment Period, the Borrowers Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay repay, or cause any Subsidiary Borrower to repay, to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Termination and Revolving Termination Loan Maturity Date and five 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 borrowed, the applicable Borrower shall repay repay, or cause any Subsidiary Borrower to repay, all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for such Revolving Commitments by making swing line swingline loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (ya) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect) and the aggregate amount of such Swingline Lender and Loans made by Bank of America, N.A. shall not exceed the Revolving Commitment of Bank of America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (ivb) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (ya) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender and Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect), (ivb) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to . On the Swingline Lenders the then unpaid principal amount of Amendment No. 2 Effective Date, each Original Swingline Loan made shall continue to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such be outstanding under this Agreement as a Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingLoan.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (ya) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender and Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect), (ivb) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Company and the Borrowing Subsidiaries under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans denominated in Dollars (“Swingline Loans”) to the BorrowersCompany or any Borrowing Subsidiary; provided that (i) the sum of (x) Borrowers shall not request and the Swingline Exposure Lender shall not make any Swingline Loan if, after giving effect to the making of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender)Loan, (y) the aggregate principal amount of Swingline Loans would exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans made by such Loans, may exceed the Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, ) and (ii) the sum of all outstanding Swingline Loans Borrowers shall not exceed request, and the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Company and each Borrowing Subsidiary may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower it on the earlier of the Revolving Termination Date and five 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 borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitments by making swing line loans (“Swingline Loans”) in Dollars to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Revolving Credit Exposure exceeds the Total Revolving Commitment. On and after the Closing Date and until the earlier of the Available Revolving Commitments would be less than zero. During Maturity Date and the termination of the Revolving Commitment PeriodCommitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Maturity Date and five 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 Credit Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made then outstanding. (c) The Swingline Lender shall not be required to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay make any Swingline Loan if any Lender is a Defaulting Lender unless (i) the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.31(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans made as to which the Swingline Lender has Fronting Exposure, as it may elect in its sole discretion or (ii) the Fronting Exposure resulting from such Borrower that are outstandingDefaulting Lender has been reallocated pursuant to Section 2.31(a)(iv).

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (ya) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender and Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect), (ivb) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender's actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to . On the Swingline Lenders the then unpaid principal amount of Amendment No. 2 Effective Date, each Original Swingline Loan made shall continue to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such be outstanding under this Agreement as a Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingLoan.

Swingline Commitment. (a) Subject to the terms and conditions hereofhereof and in reliance upon the agreements of the other Lenders set forth in this Section ‎2.6, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans in Dollars (“Swingline Loans”) to the Revolving Borrowers; provided that (i) the sum aggregate Outstanding Amount of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of such Swingline Lender and Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (ivii) no Borrower the Revolving Borrowers shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zerozero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan. (b) The applicable Borrower Revolving Borrowers shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier earliest to occur of (i) the Revolving Termination Date and five date ten Business Days after such Swingline Loan is made; provided that on each date that a made and (ii) the Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingTermination Date.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans in Dollars (“Swingline Loans”) to the BorrowersBorrower and any Subsidiary Borrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the Borrower and (iv) no any Subsidiary Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (iii) Swingline Loans shall be available only in Dollars. During the Revolving Commitment Period, the Borrowers Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay repay, or cause any Subsidiary Borrower to pay, to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five 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 borrowed, the applicable Borrower shall repay repay, or cause any Subsidiary Borrower to pay, all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time until the Termination Date by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate outstanding principal amount of outstanding Revolving Swingline Loans made by such owed to the Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) at any time shall not exceed its Revolving Swingline Commitment then in effect (notwithstanding that the outstanding Swingline Loans owed to the Swingline Lender at any time, when aggregated with the Swingline Lender’s other outstanding Advances, may exceed its Swingline Commitment then in effect, ) and (ii) the sum of all outstanding Swingline Loans Borrower shall not exceed request, and the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount (without duplication) of the Available Revolving Commitments would be less than zero. During the Revolving Commitment PeriodAdvances, the Borrowers Swingline Loans and the L/C Obligations would exceed the Total Committed Amount. Prior to the Termination Date, the Borrower may use the Swingline Commitment by borrowing, repaying (in whole or part) and reborrowing, all in accordance with the terms and conditions hereof. The Borrower may prepay Swingline Loans shall at any time upon notice to the Swingline Lender by 11:00 A.M. on the day of the proposed prepayment stating the proposed date and aggregate principal amount to be ABR Loans onlyprepaid. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower by the Swingline Lender on the earlier of (i) the Revolving Termination Date and five (ii) 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 an Advance is borrowed, the applicable Borrower shall repay all Swingline Loans made then outstanding. The unpaid principal amount of each Swingline Loan shall bear interest at the per annum rate equal to it then outstanding and the proceeds Swingline Rate in effect from time to time plus the Applicable Margin for Eurodollar Advances. (c) The obligation of any such Revolving Loans shall be applied by the Administrative Agent Swingline Lender to repay any make Swingline Loans made to such the Borrower that are outstandingis subject to the same conditions precedent for the making of Advances under Section 3.2, other than compliance with Section 2.2(a), as referred to in said Section 3.2.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s outstanding Loans (other than Swingline Loans), may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of Total Exposures would exceed the Available Revolving Commitments would be less than zeroTotal Commitments. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only. (b) A Swingline Loan shall be an ABR Loan, unless the Borrower has requested a Cost of Funds Rate Loan at a Cost of Funds Rate quoted by the Swingline Lender and confirmed by the Borrower pursuant to the following procedures. If the Borrower desires a Cost of Funds Rate Loan (i) the Borrower shall request a quote for a Cost of Funds Rate Loan, and the Swingline Lender shall within a reasonable time after receipt of the request directly contact the Borrower (which may be done by telephone) with its Cost of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately inform the Swingline Lender of its decision as to whether to request a Cost of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone and promptly confirmed in writing and which decision shall be irrevocable), and (iii) if the Borrower has so informed the Swingline Lender that it does desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline Lender shall promptly make such Cost of Funds Rate Loan available to the Borrower. At all times such Loan is a Cost of Funds Rate Loan, the Borrower shall pay interest on the unpaid principal amount of such Cost of Funds Rate Loan from the date of such Cost of Funds Rate Loan until such principal amount shall be paid in full at a rate per annum equal to the Cost of Funds Rate in effect from time to time plus the Applicable Margin for Eurodollar Loans in effect from time to time. (c) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower and accrued interest thereon on the earlier of the Revolving Termination Date and the date that is five Business Days after such Swingline Loan is mademade (or such earlier date on which the Swingline Loans become due and payable pursuant to Section 7); provided that on each date that a Revolving Loan (other than a Swingline Loan) is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally with respect to the Dollar Revolving Commitments agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Dollar Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Dollar Swingline Loans”) in Dollars to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall not make, any Dollar Swingline Loan if, after giving effect to the making of such Dollar Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Dollar Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Dollar Swingline Loans shall be ABR Loans only. (b) Subject to the terms and conditions hereof, the Swingline Lender with respect to the Multicurrency Revolving Commitments agrees to make a portion of the credit otherwise available to the Borrower under the Multicurrency Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Multicurrency Swingline Loans”) in Dollars to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any one time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and such Swingline Lender shall not make, any Multicurrency Swingline Loan if, after giving effect to the making of such Multicurrency Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Multicurrency Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Multicurrency Swingline Loans shall be ABR Loans only. (c) The applicable Borrower shall repay to the Swingline Lenders Lender of the applicable Class the then unpaid principal amount of each Swingline Loan made to of such Borrower Class on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingDate.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Bank, in reliance upon the agreements of the other Banks set forth in this section and in Section 2.7, shall make loans (each such loan, a “Swingline Loan”) to the Borrowers in Dollars from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Committed Amount, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion Percentage of the credit otherwise available Outstanding Amount of Revolving Loans and LOC Obligations of the Bank acting as Swingline Bank, may exceed the amount of such Bank’s Revolving Committed Amount; provided, however, that after giving effect to the Borrowers under the Revolving Commitments by making swing line loans (“any Swingline Loans”) to the Borrowers; provided that Loan, (i) the sum total Outstanding Amount of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) Obligations shall not exceed its the Aggregate Revolving Commitment then in effectCommitted Amount, and (ii) the sum aggregate Outstanding Amount of the Revolving Loans of any Bank, plus such Bank’s Revolving Commitment Percentage of the Outstanding Amount of all outstanding LOC Obligations, plus such Bank’s Revolving Commitment Percentage of the Outstanding Amount of all Swingline Loans shall not exceed the aggregate Swingline such Bank’s Revolving Commitment, (iii) and provided, further, that the sum of the outstanding Swingline Loans made by such Swingline Lender Borrowers shall not exceed use the Swingline Commitment proceeds of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan ifto refinance any outstanding Swingline Loan. Within the foregoing limits, after giving effect and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(b), prepay under Section 3.4, and reborrow under this Section 2.1(b). Immediately upon the making of a Swingline Loan, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Bank a risk participation in such Swingline Loan in an amount equal to the product of such Bank’s Revolving Commitment Percentage times the amount of such Swingline Loan. The Borrowers must repay each Swingline Loan in full no later than thirty (30) days after such loan is made. Swingline Loans hereunder may consist of Base Rate Loans or Fed Funds Swingline Loans (or a combination thereof), as the aggregate amount of the Available Revolving Commitments would Borrower Representative may request, and may be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying repaid and reborrowing, all reborrowed in accordance with the terms and conditions provisions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Total Domestic Commitments at any time and from time to time on or after the Closing Date and until the earlier of the Maturity Date and the termination of the Swingline Commitment in accordance with the terms hereof by making swing line loans in Dollars (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Domestic Commitment, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan Loans if, after giving effect to the making of such Swingline LoanLoans, the aggregate amount of outstanding Domestic Loans and L/C Obligations would exceed the Available Revolving Commitments would be less than zeroTotal Domestic Commitment. During At any time and from time to time on or after the Revolving Closing Date, and until the earlier of the Maturity Date and the termination of the Swingline Commitment Periodin accordance with the terms hereof, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier earliest of (i) the Maturity Date, (ii) the termination of the Revolving Termination Date Swingline Commitments in accordance with the terms hereof and five (iii) the fifth (5th) Business Days Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower in Dollars or Euros; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate Dollar Equivalent principal amount of Swingline Loans outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) at any time shall not exceed its Revolving Commitment the Swingline Sublimit then in effect, (ii) the sum aggregate outstanding Dollar Equivalent principal amount of all outstanding Swingline Loans made by any Swingline Lender shall not at any time exceed the aggregate such Swingline Lender’s Swingline Commitment, (iii) the sum Total Revolving Extensions of the outstanding Credit denominated in Alternative Currencies (including Swingline Loans made by such denominated in Euros) shall not at any time exceed the Alternative Currency Sublimit, (iv) the Borrower shall not request, and the Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (v) a Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be either (x) Eurodollar Loans with an overnight maturity denominated in Euros or (y) ABR Loans onlydenominated in Dollars. (b) The applicable Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five 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 borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and that are denominated in the proceeds currency of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingLoan.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Commitment Period by making swing line loans (“"Swingline Loans”") to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of Total Exposures would exceed the Available Revolving Commitments would be less than zeroTotal Commitments. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only. (b) The applicable A Swingline Loan shall be an ABR Loan, unless the Borrower has requested a Cost of Funds Rate Loan at a Cost of Funds Rate quoted by the Swingline Lender and confirmed by the Borrower pursuant to the following procedures. If the Borrower desires a Cost of Funds Rate Loan (i) the Borrower shall repay request a quote for a Cost of Funds Rate Loan, and the Swingline Lender shall within a reasonable time after receipt of the request directly contact the Borrower (which may be done by telephone) with its Cost of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately inform the Swingline Lender of its decision as to whether to request a Cost of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone and promptly confirmed in writing and which decision shall be irrevocable), and (iii) if the Borrower has so informed the Swingline Lender that it does desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline Lender shall promptly make such Cost of Funds Rate Loan available to the Swingline Lenders Borrower. At all times such Loan is a Cost of Funds Rate Loan, the then Borrower shall pay interest on the unpaid principal amount of each Swingline such Cost of Funds Rate Loan made to from the date of such Borrower on the earlier Cost of the Revolving Termination Date and five Business Days after Funds Rate Loan until such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans principal amount shall be applied by paid in full at a rate per annum equal to the Administrative Agent Cost of Funds Rate in effect from time to repay any Swingline time plus the Applicable Margin for Eurodollar Loans made in effect from time to such Borrower that are outstandingtime.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (ya) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender and Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect), (ivb) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender's actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Monster Worldwide under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans denominated in Dollars (“Swingline Loans”) to the BorrowersMonster Worldwide; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such Swingline Lender then in effect, and (ivii) no Borrower Monster Worldwide shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero; provided further, Monster Worldwide can only request a Swingline Loan in an amount such that after giving effect to the making of such Swingline Loan, the aggregate principal amount of Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Extensions of Credit hereunder, does not exceed such Swingline Lender’s Available Revolving Commitment. During the Revolving Commitment Period, the Borrowers Monster Worldwide may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Base Rate Loans only. (b) The applicable Borrower Monster Worldwide shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days the 30th day after such Swingline Loan is made; provided that on that, during each date that a Revolving Loan is borrowedcalendar month, there shall be at least two consecutive Business Days during which the applicable Borrower shall repay all outstanding balance of the Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingzero.

Swingline Commitment. (a) The Administrative Agent, Swingline Lender and Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, the Borrower may request the Swingline Lender to fund on behalf of the Lenders any Base Rate Loan requested by the Borrower, by advancing the amount requested in same day funds on the applicable Borrowing Date for account of the Borrower to the Administrative Agent (each such Loan made solely by the Swingline Lender pursuant to this Section 2.3, a “Swingline Loan”), with settlement among the Lenders as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.4(b). Each Swingline Loan shall be subject to all the terms and conditions applicable to other Base Rate Loans funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available Swingline Loans up to an aggregate outstanding amount that shall not at any time exceed $10,000,000. The Swingline Lender shall not make any Swingline Loan to the Borrowers under extent the Revolving Commitments by making swing line loans (“requested Swingline Loans”) Loan, when added to the Borrowers; provided that aggregate Revolving Extensions of Credit then outstanding, would exceed the lesser of (i) the sum of (x) amount certified by the Swingline Exposure of such Swingline Lender (Borrower, in its capacity the Borrowing Base Certificate then most recently delivered to the Administrative Agent, as a Swingline Lender and a Revolving Lender), (y) constituting the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender the Borrowing Base (adjusted to give effect to any changes in its capacity as a Revolving LenderReserves that thereafter became effective) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zeroCommitments. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. All Swingline Loans shall be ABR Loans onlyBase Rate Loans. (b) The applicable Borrower Each borrowing of Swingline Loans shall repay be in an amount equal to $200,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Swingline Lenders Administrative Agent at the then unpaid principal Funding Office an amount in immediately available funds equal to the amount of each the Swingline Loan to be made to such Borrower on by the earlier Swingline Lender. The Administrative Agent shall make the proceeds of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that available to the Borrower on each date that a Revolving Loan is borrowed, such Borrowing Date by depositing such proceeds in the applicable account of the Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by with the Administrative Agent to repay any Swingline Loans made to on such Borrower that are outstandingBorrowing Date in immediately available funds.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Credit Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Credit Commitments of the Swingline Lender would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) . The applicable Borrower Swingline Lender shall repay not be obligated to make any Swingline Loans if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the Swingline Lenders Lender with the then unpaid principal amount of each Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to subsection 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such or any other Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, as to which the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingLender has actual or potential Fronting Exposure.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum aggregate principal amount of (x) Swingline Loans outstanding at any time shall not exceed the Swingline Exposure of such Commitment then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, but subject to clause (in its capacity as a Swingline Lender and a Revolving Lenderii)), (yii) the aggregate principal amount of Swingline Loans outstanding when aggregated with the Swingline Lender’s Percentage Interest of other outstanding Revolving Loans made by such and the Swingline Lender (in its capacity as a Revolving Lender) and (z) the ’s Percentage Interest of L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans Obligations shall not exceed the aggregate Swingline Lender’s Commitment, (iii) the sum of Borrower shall not request, and the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iv) Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the Borrowing Base Availability would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Class A Termination Date and five Date, the tenth (10th) Business Days Day after such Swingline Loan is made; provided that on each , or the date that a the next Revolving Loan is borrowed. (c) Any Swingline Lender may be replaced by another Lender upon the written agreement of Borrower, Administrative Agent, the applicable Borrower shall repay all Swingline Loans made to it then outstanding Lender being replaced and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any new Swingline Loans made to such Borrower that are outstandingLender.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero; provided further that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only. A Swingline Loan shall be a Cost of Funds Rate Loan or shall bear interest at a rate based on the ABR, as determined by the Borrower. If the Borrower desires a Cost of Funds Rate Loan (i) the Borrower shall request a quote for a Cost of Funds Rate Loan, and the Swingline Lender shall within a reasonable time after receipt of the request directly contact the Borrower (which may be done by telephone) with its Cost of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately inform the Swingline Lender of its decision as to whether to request a Cost of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone and promptly confirmed in writing and which decision shall be irrevocable), and (iii) if the Borrower has so informed the Swingline Lender that it does desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline Lender shall promptly make such Cost of Funds Rate Loan available to the Borrower. At all times such Loan is a Cost of Funds Rate Loan, the Borrower shall pay interest on the unpaid principal amount of such Cost of Funds Rate Loan (calculated in accordance with Section 2.10 hereof) from the date of such Cost of Funds Rate Loan until such principal amount shall be paid in full at a rate per annum equal to the Cost of Funds Rate in effect from time to time plus the Applicable Margin for Eurodollar Loans in effect from time to time. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and the date that is five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to shall make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Commitment Period by making swing line loans (“"Swingline Loans”") to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender's outstanding Loans (other than Swingline Loans), may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of Total Exposures would exceed the Available Revolving Commitments would be less than zeroTotal Commitments. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only. (b) A Swingline Loan shall be an ABR Loan, unless the Borrower has requested a Cost of Funds Rate Loan at a Cost of Funds Rate quoted by the Swingline Lender and confirmed by the Borrower pursuant to the following procedures. If the Borrower desires a Cost of Funds Rate Loan (i) the Borrower shall request a quote for a Cost of Funds Rate Loan, and the Swingline Lender shall within a reasonable time after receipt of the request directly contact the Borrower (which may be done by telephone) with its Cost of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately inform the Swingline Lender of its decision as to whether to request a Cost of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone and promptly confirmed in writing and which decision shall be irrevocable), and (iii) if the Borrower has so informed the Swingline Lender that it does desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline Lender shall promptly make such Cost of Funds Rate Loan available to the Borrower. At all times such Loan is a Cost of Funds Rate Loan, the Borrower shall pay interest on the unpaid principal amount of such Cost of Funds Rate Loan from the date of such Cost of Funds Rate Loan until such principal amount shall be paid in full at a rate per annum equal to the Cost of Funds Rate in effect from time to time plus the Applicable Margin for Eurodollar Loans in effect from time to time. (c) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower and accrued interest thereon on the earlier of the Revolving Termination Date and the date that is five Business Days after such Swingline Loan is mademade (or such earlier date on which the Swingline Loans become due and payable pursuant to Section 7); provided that on each date that a Revolving Loan (other than a Swingline Loan) is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Extended Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans to the Borrower in the United Kingdom (“U.K. Swingline Loans”) or in the United States (“U.S. Swingline Loans” and, together with U.K. Swingline Loans, the “Swingline Loans”) to the Borrowers); provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Extended Revolving Termination Date and the date that is five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed. (c) On the Fifth Amendment Effective Date (and without further action), the applicable Borrower shall repay all Swingline Loans made to it then and participations in respect of outstanding and the proceeds of any such Revolving Swingline Loans shall be applied by allocated to the Administrative Agent Extended Revolving Lenders in proportion to repay any their Revolving Percentages as of such date, and the Non-Extended Revolving Lenders shall be released from their participations in respect of such outstanding Swingline Loans made to such Borrower that are outstandingLoans.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to shall make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s outstanding Loans (other than Swingline Loans), may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Total Exposures would exceed the Total Commitments. In addition, the Swingline Lender shall have no obligation to make a Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Available Revolving Commitments would Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(d)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be less than zeroissued or that Swingline Loan and all other Swingline Loans, as it may elect in its sole discretion. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only. (b) A Swingline Loan shall be an ABR Loan, unless the Borrower has requested a Cost of Funds Rate Loan at a Cost of Funds Rate quoted by the Swingline Lender and confirmed by the Borrower pursuant to the following procedures. If the Borrower desires a Cost of Funds Rate Loan (i) the Borrower shall request a quote for a Cost of Funds Rate Loan, and the Swingline Lender shall within a reasonable time after receipt of the request directly contact the Borrower (which may be done by telephone) with its Cost of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately inform the Swingline Lender of its decision as to whether to request a Cost of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone and promptly confirmed in writing and which decision shall be irrevocable), and (iii) if the Borrower has so informed the Swingline Lender that it does desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline Lender shall promptly make such Cost of Funds Rate Loan available to the Borrower. At all times such Loan is a Cost of Funds Rate Loan, the Borrower shall pay interest on the unpaid principal amount of such Cost of Funds Rate Loan from the date of such Cost of Funds Rate Loan until such principal amount shall be paid in full at a rate per annum equal to the Cost of Funds Rate in effect from time to time plus the Applicable Margin for Eurodollar Loans in effect from time to time. (c) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower and accrued interest thereon on the earlier of the Revolving Termination Date and the date that is five Business Days after such Swingline Loan is mademade (or such earlier date on which the Swingline Loans become due and payable pursuant to Section 7.); provided that on each date that a Revolving Loan (other than a Swingline Loan) is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each US Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers US Borrower under the US Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"US Swingline Loans”") in Dollars to the BorrowersUS Borrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of US Swingline Loans outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) at any time shall not exceed its the US Swingline Commitment then in effect (notwithstanding that the US Swingline Loans outstanding at any time, when aggregated with the US Swingline Lender's other outstanding US Revolving Loans, may exceed the US Swingline Commitment then in effect, ) and (ii) the sum of all outstanding Swingline Loans US Borrower shall not exceed request, and the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such US Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any US Swingline Loan if, after giving effect to the making of such US Swingline Loan, the aggregate amount of the Available US Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers US Borrower may use the US Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. US Swingline Loans shall be ABR Loans only. (b) Subject to the terms and conditions hereof, the CDN Swingline Lender agrees to make a portion of the credit otherwise available to the CDN Borrower under the CDN Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans ("CDN Swingline Loans") in CDN Dollars to the CDN Borrower; provided that (i) the aggregate principal amount of CDN Swingline Loans outstanding at any time shall not exceed the CDN Swingline Commitment then in effect (notwithstanding that the CDN Swingline Loans outstanding at any time, when aggregated with the CDN Swingline Lender's other outstanding CDN Revolving Loans, may exceed the CDN Swingline Commitment then in effect) and (ii) the CDN Borrower shall not request, and the CDN Swingline Lender shall not make, any CDN Swingline Loan if, after giving effect to the making of such CDN Swingline Loan, the aggregate amount of the Available CDN Revolving Commitments would be less than zero. During the Revolving Commitment Period, the CDN Borrower may use the CDN Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. CDN Swingline Loans shall be CDN ABR Loans only. (c) The applicable US Borrower shall repay to the US Swingline Lenders Lender the then unpaid principal amount of each US Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Date. The CDN Borrower shall repay all to the CDN Swingline Loans made to it Lender the then outstanding and unpaid principal amount of each CDN Swingline Loan on the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingTermination Date.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for such Revolving Commitments by making swing line swingline loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (ya) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect) and the aggregate amount of such Swingline Lender and Loans made by Bank of America, N.A. shall not exceed the Revolving Commitment of Bank of America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (ivb) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.- 45-

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans in Dollars (“Swingline Loans”) to the BorrowersBorrower and any Subsidiary Borrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the Borrower and (iv) no any Subsidiary Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (iii) Swingline Loans shall be available only in Dollars. During the Revolving Commitment Period, the Borrowers Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay repay, or cause any Subsidiary Borrower to repay, to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination and Maturity Date and five 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 borrowed, the applicable Borrower shall repay repay, or cause any Subsidiary Borrower to repay, all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 Swingline Note, which the Issuer shall deliver to the Swingline Lender on the Series 2018-1 Closing Date. Such Series 2018-1 Class A-1 Swingline Note shall be dated the Series 2018-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, from time to time during the Revolving Commitment PeriodSwingline Lender, each Swingline Lender severally in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line swingline loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the BorrowersIssuer from time to time during the period commencing on the Series 2018-1 Closing Date and ending on the date that is two (2) Business Days prior to the Commitment Termination Date; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) have no Borrower shall request, and no Swingline Lender shall make, obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the making terms of this Agreement and the Series 2018-1 Supplement, the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time. (b) Whenever the Issuer desires that the Swingline Lender make Swingline Loans, the Issuer shall (or shall cause the Manager on its behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (New York City time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be a Business Day during the Commitment Term not later than the date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Issuer). Such notice shall be in the form attached hereto as Exhibit A-2 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Swingline Lender shall promptly notify the Control Party and the Trustee thereof in writing. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, the Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York City time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2018-1 Supplement, the Swingline Lender shall make available to the Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan. (c) The Issuer hereby agrees that each Swingline Loan made by the Swingline Lender to the Issuer pursuant to Section 2.06(a) shall constitute the promise and obligation of the Issuer to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2018-1 Class A-1 Outstanding Principal Amount. (d) In accordance with, and without limitation of, Section 2.03(a), the Issuer agrees to cause requests for Borrowings to be made at least one time per month, for each month any Swingline Loans are outstanding for at least ten (10) Business Days during such month, if any Swingline Loans are outstanding, in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate. (e) If prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the Issuer or any Guarantor or if for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances will not be made as contemplated by Section 2.06(d), and each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage multiplied by (ii) the related Investor Group’s Commitment Percentage multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances. (f) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (g) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Issuer may have against the Swingline Lender, the Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Issuer or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (h) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Issuer in writing and with the prior written consent of the Swingline Lender and the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Available Revolving Commitments would be less than zero. During the Revolving Commitment PeriodOutstanding Series 2018-1 Class A-1 Note Advances, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyL/C Commitment does not exceed the aggregate amount of the Commitments. (bi) The applicable Borrower shall repay Issuer may, upon notice to the Swingline Lenders Lender (who shall promptly notify the then unpaid Administrative Agent and the Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 1:00 p.m. (New York City time) on the date of the prepayment, (y) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or in each Swingline Loan made case such other amount as agreed to such Borrower on by the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowedAdministrative Agent) or, if less, the applicable Borrower shall repay all Swingline Loans made to it entire principal amount thereof then outstanding and (z) if the proceeds source of any funds for such Revolving Loans prepayment is not a Borrowing, there shall be applied by no unreimbursed Debt Service Advance, Collateral Protection Advance or Manager Advance (or interest thereon) at such time. Each such notice shall specify the Administrative Agent date and amount of such prepayment. If such notice is given, the Issuer shall make such prepayment directly to repay any the Swingline Loans made to Lender and the payment amount specified in such Borrower that are outstandingnotice shall be due and payable on the date specified therein.

Swingline Commitment. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower at any time and from time to time during on and after the Effective Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment PeriodCredit Commitments in accordance with the terms hereof, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided in an aggregate principal amount at any time outstanding that will not result in (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving all Swingline Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, exceeding $20,000,000 or (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan ifAggregate Revolving Credit Exposure, after giving effect to the making of such any Swingline Loan, exceeding the aggregate Total Revolving Credit Commitment; provided that the Swingline Lender shall not make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a principal amount that is an integral multiple of $500,000. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.03 or elsewhere in this Agreement, (i) the Swingline Lender shall not be obligated to make any Swingline Loan at a time when a Lender is a Defaulting Lender 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 Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Percentage of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Periodoutstanding Swingline Loans, the Borrowers may use and (ii) the Swingline Commitment by borrowingLender shall not make any Swingline Loan after it has received written notice from the Borrower, repaying any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and reborrowing, 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 notices or (B) of the waiver of such Default or Event of Default in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlySection 9.08(b). (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to the Swingline Lender on the Closing Date. Such Series 2018-1 Class A-1 Swingline Note shall be dated the Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, the Swingline Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a “Swingline Loan” or a “Series 2018-1 Class A-1 Swingline Loan” and, collectively, the “Swingline Loans” or the “Series 2018-1 Class A-1 Swingline Loans”) to the Master Issuer from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of period commencing on the credit otherwise available Closing Date and ending on the date that is two (2) Business Days prior to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the BorrowersCommitment Termination Date; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) have no Borrower shall request, and no Swingline Lender shall make, obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Series 2018-1 Class A-1 Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the making terms of this Agreement and the Series 2018-1 Supplement, the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time. (b) Whenever the Master Issuer desires that the Swingline Lender make Swingline Loans, the Master Issuer shall (or shall cause the Manager on its behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (Eastern time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be a Business Day during the Commitment Term not later than the date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Master Issuer). Such notice shall be in the form of a Swingline Advance Request in the form attached hereto as Exhibit A-2 (a “Swingline Loan Request”), a copy of which shall also be provided by the Master Issuer (or the Manager on its behalf) to the Control Party and the Trustee by 2:00 p.m. (Eastern time) on the date of delivery thereof to the Swingline Lender and the Administrative Agent. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (Eastern time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, the Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Series 2018-1 Class A-1 Maximum Principal Amount. If the Administrative Agent confirms that the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (Eastern time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2018-1 Supplement, the Swingline Lender shall make available to the Master Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan. (c) The Master Issuer hereby agrees that each Swingline Loan made by the Swingline Lender to the Master Issuer pursuant to Section 2.06(a) shall constitute the promise and obligation of the Master Issuer to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2018-1 Class A-1 Outstanding Principal Amount. (d) In accordance with Section 2.03(a), the Master Issuer agrees to cause requests for Borrowings to be made at least one time per month if any Swingline Loans are outstanding in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate. (e) [Reserved]. (f) If, prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the Master Issuer or any Guarantor or if, for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances may not be made as contemplated by Section 2.06(d), each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage, multiplied by (ii) the related Investor Group’s Commitment Percentage, multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances. (g) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (h) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(f) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Master Issuer may have against the Swingline Lender, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (i) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Master Issuer in writing and with the prior written consent of the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyL/C Commitment does not exceed the aggregate amount of the Commitments. (bj) The applicable Borrower shall repay Master Issuer may, upon notice to the Swingline Lenders Lender (who shall promptly notify the then unpaid Administrative Agent and the Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 11:00 a.m. (Eastern time) on the date of the prepayment, (y) any such prepayment shall be in a minimum principal amount of each Swingline Loan made to such Borrower on the earlier $500,000 or a whole multiple of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed$100,000 in excess thereof or, if less, the applicable Borrower shall repay all Swingline Loans made to it entire principal amount thereof then outstanding and (z) if the proceeds source of any funds for such Revolving Loans prepayment is not a Borrowing, there shall be applied by no unreimbursed Advances or Manager Advances (or interest thereon) at such time. Each such notice shall specify the Administrative Agent date and amount of such prepayment. If such notice is given, the Master Issuer shall make such prepayment directly to repay any the Swingline Loans made to Lender and the payment amount specified in such Borrower that are outstandingnotice shall be due and payable on the date specified therein.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Credit Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender and Loans outstanding at any time, when aggregated with the Swingline Lenders’ other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect), (ivii) no the Borrower shall not request, and no a Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Credit Commitments of such Swingline Lender would be less than zerozero and (iii) Swingline Loans shall be made ratably by the Swingline Lenders. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the . No Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans Lender shall be applied by the Administrative Agent obligated to repay make any Swingline Loans made if any Lender is at that time a Defaulting Lender, unless such Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to such Swingline Lender with the Borrower that are outstandingor such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to subsection 2.19(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or any other Swingline Loan as to which a Swingline Lender has actual or potential Fronting Exposure.

Swingline Commitment. (a) Subject to the terms and conditions hereofhereof and in reliance upon the representations and warranties herein set forth, from time to time during the Revolving Commitment PeriodSwingline Lender, each Swingline Lender severally in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans to the Borrowers under Borrower (each a “Swingline Loan” and, collectively, the Revolving Commitments by making swing line loans (“Swingline Loans”) from time to time from the BorrowersClosing Date until the Maturity Date for the purposes hereinafter set forth; provided that provided, however, (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of Swingline Loans outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) at any time shall not exceed its Revolving Commitment then in effectTWENTY FIVE MILLION DOLLARS ($25,000,000) (the “Swingline Committed Amount”), and (ii) the sum of all the aggregate principal amount of Revolving Loans outstanding plus LOC Obligations plus obligations in respect of Swingline Loans outstanding at any time shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Revolving Committed Amount. Swingline Loans hereunder shall be made by such as a Base Rate Loan in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything herein to the contrary, the Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, be under any obligation to make any Swingline Loan ifif any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.19(a)(iv)) with respect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use Defaulting Lender arising from either the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall Loan then proposed to be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay or all Swingline Loans made as to which the Swingline Lender has actual or potential Fronting Exposure, as it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingmay elect in its sole discretion.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline LoanLoan and, if applicable, the repayment at such time of any Revolving Loans, the aggregate amount of the Available Revolving Commitments would be less than zero. If the terms and conditions set forth in Section 5.1 are not satisfied on or prior to May 20, 2005, the Swingline Commitment of the Swingline Lender shall terminate on such date and such Swingline Lender will not be obligated to make Swingline Loans to the Borrower hereunder. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five 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 borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time on and after the Effective Date and until the earlier of the Maturity Date and the termination of the Revolving Commitments by making swing line loans (“Swingline Loans”) in Dollars to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Revolving Credit Exposure would exceed the Total Revolving Commitment. On and after the Effective Date and until the earlier of the Available Revolving Commitments would be less than zero. During Maturity Date and the termination of the Revolving Commitment PeriodCommitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Maturity Date and five 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 Credit Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers US Borrower under the US Borrower Revolving Commitments from time to time during the US Borrower Extended Revolving Commitment Period by making swing line swingline loans denominated in Dollars (“Swingline Loans”) to the BorrowersUS Borrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding US Borrower Revolving Extensions of such Credit, may exceed the Swingline Lender Commitment then in effect) and (ivii) no the US Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, (x) the aggregate amount of the Available US Borrower Revolving Commitments of the Lenders would be less than zerozero or (y) the aggregate amount of the US Borrower Revolving Extensions of Credit of the Lenders then outstanding would exceed the US Borrower Borrowing Base. During the US Borrower Extended Revolving Commitment Period, the Borrowers US Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable US Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Extended Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingDate.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Swingline Loans”") in Dollars to the BorrowersBorrower; provided that (i) the sum aggregate principal amount of (x) the Swingline Exposure Loans of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such Swingline Lender and then in effect (ivnotwithstanding that the Swingline Loans of such Swingline Lender outstanding at any time, when aggregated with such Swingline Lender's other outstanding Revolving Loans, may exceed the Swingline Commitment of such Swingline Lender then in effect), (ii) no the Borrower shall request, and no Swingline Lender shall make, not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (iii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the Aggregate Extensions of Credit would exceed the Borrowing Base. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment Commitments by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the each Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on no later than the earlier of the Revolving Termination 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 five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower and/or the Co-Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans in Dollars (“Swingline Loans”) to the BorrowersBorrower and/or the Co-Borrower, as the case may be; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower and the Co-Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower and the Co-Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower or the Co-Borrower, as applicable, shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five 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 borrowed, the applicable Borrower and the Co-Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender and Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (iii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans denominated in Dollars only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five 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 borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time on or after the Effective Date during the Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment or the Swingline Lender’s Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, (x) the aggregate amount of the Available Revolving Commitments would be less than zero, (y) the aggregate principal amount of all Loans would exceed the Loan Facility Limit or (z) the Total Extensions of Credit would exceed the outstanding principal amount of the Senior Bond at any time prior to the Release Date. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made on or prior to such Borrower on the date that is the earlier of (i) 30 days after the Revolving Termination Date and five Business Days after date such Swingline Loan is mademade and (ii) the Termination Date; provided that on each date that on which a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally of any Class agrees to make a portion of the credit otherwise available to the Borrowers Company and any Domestic Subsidiary Borrower under the Domestic Revolving Commitments of such Class from time to time during the applicable Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the BorrowersCompany and any Domestic Subsidiary Borrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Swingline Loans of any Class made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such Class of such Swingline Lender and then in effect (ivnotwithstanding that the Swingline Loans of the applicable Class outstanding at any time, when aggregated with any Swingline Lender’s other outstanding Domestic Revolving Loans of such Class, may exceed such Lender’s Swingline Commitment of such Class then in effect), (ii) no the Company or the relevant Subsidiary Borrower shall request, and no Swingline Lender shall make, not request any Swingline Loan of any Class if, after giving effect to the making of such Swingline LoanLoan and the use of proceeds thereof, the aggregate amount of the Available Domestic Revolving Commitments of such Class would be less than zerozero and (iii) after giving effect to such borrowing and the use of proceeds thereof, (A) [Reserved], (B) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments at such time, (C) (1) the Total 2017 Revolving Extensions of Credit shall not exceed the Total 2017 Revolving Commitments then in effect and (2) the Total 2019 Revolving Extensions of Credit shall not exceed the Total 2019 Revolving Commitments then in effect and (D) the Outstanding Amount of all Swingline Loans shall not exceed the Swingline Sublimit. During the Revolving Commitment PeriodPeriod in respect of any Class, the Borrowers Company and any Domestic Subsidiary Borrower may use the Swingline Commitment in respect of such Class by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Swingline Loans may from time to time be (i) ABR Loans, (ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Company and notified to and, in the case of any Money Market Rate Loan, consented to by the relevant Swingline Lender in accordance herewith. (c) The Company or relevant Subsidiary Borrower shall repay to the relevant Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to advanced by such Borrower Swingline Lender on the earlier earliest of (i) the date that is ten Business Days after the date of such advance, (ii) the applicable Revolving Termination Date then in effect and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, (iii) the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingInterest Payment Date with respect thereto.

Swingline Commitment. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower at any time and from time to time during on and after the Effective Date and until the earlier of the Revolver Maturity Date and the termination of the Revolving Commitment PeriodCredit Commitments in accordance with the terms hereof, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided in an aggregate principal amount at any time outstanding that will not result in (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate outstanding principal amount of outstanding Revolving all Swingline Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, exceeding $20,000,000 or (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan ifAggregate Revolving Credit Exposure, after giving effect to any Swingline Loan (and the making application of the proceeds thereof), exceeding the Total Revolving Credit Commitment; provided that the Swingline Lender shall not make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a principal amount that is an integral multiple of $500,000 (and a minimum principal amount of $500,000). Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.03 or elsewhere in this Agreement, (i) the Swingline Lender shall not be obligated to make any Swingline Loan at a time when a Revolving Lender is a Defaulting Lender 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 Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any 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 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 notices, (B) of the waiver of such Swingline Loan, the aggregate amount Default or Event of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all Default in accordance with the terms and conditions hereof. Swingline Loans Section 9.08(b) or (C) that such Default or Event of Default shall be ABR Loans onlyhave ceased to exist. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each theeach Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Credit Commitments from time to time during the Commitment Period by making swing line loans swingline Loans (“Swingline Loans”) in Dollars to the Borrowers; provided that Borrower so long as after giving effect thereto (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender does not exceed such Swingline Lender’s Swingline Commitment, (ii) the Aggregate Revolving Credit Outstandings of such Swingline Lender does not exceed its Commitment, (iii) the Aggregate Swingline Outstandings shall not exceed the aggregate Swingline Commitment of such Swingline Lender Commitments and (ivii) no Borrower the Aggregate Revolving Credit Outstandings of all Lenders shall request, and no Swingline Lender shall make, any not exceed the Aggregate Revolving Credit Commitments; provided that a Swingline Loan if, after giving effect may not be used to the making of such refinance an outstanding Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. The Borrower shall repay each Swingline Loan within thirty (30) Business Days of the Borrowing Date of such Swingline Loan. All repayments under this Agreement on account of Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay made in Dollars in immediately available funds to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent for the account of the applicable Swingline Lender for its own account not later than 1:00 p.m. New York City time on the date any such payment is due to repay any Swingline Loans made to such Borrower that are outstandingthe office of JPMCB specified in subsection 11.2.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time until the Termination Date by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that no Swingline Lender shall be obligated to fund any Swingline Loan which would result in (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed exceeding its Swingline Commitment, (ii) the (A) sum of (1) such Swingline Commitment Lender’s Pro Rata Share of outstanding L/C Obligations plus (2) such Swingline Lender’s Pro Rata Share of outstanding Advances (without regard to Swingline Loans) plus (3)(x) such Swingline Lender’s Pro Rata Share of outstanding Swingline Loans made by any Swingline Lender other than it and (y) outstanding Swingline Loans made by such Swingline Lender and less (ivB) no Borrower shall requestoutstanding Swingline Loans, and if any, being repaid with the proceeds of a Borrowing exceeding its Credit Exposure, or (iii) the sum of the Total Facility Advances exceeding the Total Facility Commitment; provided, further that no Swingline Lender shall make, be obligated to fund any Swingline Loan if, after giving effect to refinance an outstanding Swingline Loan. Prior to the making of such Swingline LoanTermination Date, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying (in whole or part) and reborrowing, all in accordance with the terms and conditions hereof. The Borrower may prepay Swingline Loans shall at any time upon notice to the applicable Swingline Lender by 12:00 Noon on the day of the proposed prepayment stating the proposed date and aggregate principal amount to be ABR Loans onlyprepaid. (b) The applicable Borrower shall repay to the applicable Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to by such Borrower Swingline Lender on the earlier of (i) the Revolving Termination Date and five (ii) the fifth Business Days Day after such Swingline Loan is made; provided that on each date that a Revolving Loan an Advance is borrowed, the applicable Borrower shall repay all Swingline Loans made then outstanding. The unpaid principal amount of each Swingline Loan shall bear interest at the per annum rate equal to it then outstanding and the proceeds Swingline Rate in effect from time to time plus the Applicable Margin for Eurodollar Advances. (c) The obligation of any such Revolving Loans shall be applied by the Administrative Agent each Swingline Lender to repay any make Swingline Loans made to such the Borrower that are outstandingis subject to the same conditions precedent for the making of Advances under Section 3.2, other than compliance with Section 2.2(a), as referred to in said Section 3.2.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender on the Series 2022-1 Closing Date. Such Series 2022-1 Class A-1 Swingline Note shall be dated the Series 2022-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, from time to time during the Revolving Commitment PeriodSwingline Lender, each Swingline Lender severally in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line swingline loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the BorrowersCo-Issuers from time to time during the period commencing on the Series 2022-1 Closing Date and ending on the date that is two (2) Business Days prior to the Commitment Termination Date; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) have no Borrower shall request, and no Swingline Lender shall make, obligation or right to make any Swingline Loan if, after giving effect to the making of such Swingline Loanthereto, (i) the aggregate principal amount of the Available Revolving Commitments Swingline Loans outstanding would be less than zero. During the Revolving Commitment Period, the Borrowers may use exceed the Swingline Commitment by borrowingthen in effect (notwithstanding that the Swingline Loans outstanding at any time, repaying and reborrowing, all in accordance when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the terms of this Agreement and conditions hereof. the Series 2022-1 Supplement, the outstanding principal amount evidenced by the Series 2022-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans shall be ABR Loans onlyor decreased by payments of principal thereon from time to time. (b) Whenever the Co-Issuers desire that the Swingline Lender make Swingline Loans, the Co-Issuers shall (or shall cause the Manager on their behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (New York City time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be a Business Day during the Commitment Term not later than the date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Co-Issuers). Such notice shall be in the form attached hereto as Exhibit A-2 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Swingline Lender shall promptly notify the Control Party and the Trustee thereof in writing. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, the Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2022-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York City time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2022-1 Supplement, the Swingline Lender shall make available to the Co-Issuers in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan. (c) The applicable Borrower Co-Issuers hereby agree that each Swingline Loan made by the Swingline Lender to the Co-Issuers pursuant to Section 2.06(a) shall repay constitute the promise and obligation of the Co-Issuers to pay to the Swingline Lenders Lender the then aggregate unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made by such Swingline Lender pursuant to it then outstanding and the proceeds of any such Revolving Loans Section 2.06(a), which amounts shall be applied due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Administrative Agent Indenture for the Series 2022-1 Class A-1 Outstanding Principal Amount. (d) In accordance with Section 2.03(a), the Co-Issuers agree to repay cause requests for Borrowings to be made at least one time per month, for each month any Swingline Loans are outstanding for at least ten (10) Business Days during such month, if any Swingline Loans are outstanding, in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate. (e) If prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to any Co-Issuer or any Guarantor or if for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances will not be made as contemplated by Section 2.06(d), and each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage multiplied by (ii) the related Investor Group’s Commitment Percentage multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances. (f) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Borrower Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that are outstandingin the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (g) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or any Co-Issuer may have against the Swingline Lender, any Co-Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of any Co-Issuer; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Bank, in reliance upon the agreements of the other Banks set forth in this section and in Section 2.7, shall make loans (each such loan, a “Swingline Loan”) to the Borrowers in Dollars from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Committed Amount, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion Percentage of the credit otherwise available Outstanding Amount of Revolving Loans and LOC Obligations of the Bank acting as Swingline Bank, may exceed the amount of such Bank’s Revolving Committed Amount; provided, however, that after giving effect to the Borrowers under the Revolving Commitments by making swing line loans (“any Swingline Loans”) to the Borrowers; provided that Loan, (i) the sum total Outstanding Amount of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) Obligations shall not exceed its the Aggregate Revolving Commitment then in effectCommitted Amount, and (ii) the sum aggregate Outstanding Amount of the Revolving Loans of any Bank, plus such Bank’s Revolving Commitment Percentage of the Outstanding Amount of all outstanding LOC Obligations, plus such Bank’s Revolving Commitment Percentage of the Outstanding Amount of all Swingline Loans shall not exceed the aggregate Swingline such Bank’s Revolving Commitment, (iii) and provided, further, that the sum of the outstanding Swingline Loans made by such Swingline Lender Borrowers shall not exceed use the Swingline Commitment proceeds of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan ifto refinance any outstanding Swingline Loan. Within the foregoing limits, after giving effect and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(b), prepay under Section 3.4, and reborrow under this Section 2.1(b). Immediately upon the making of a Swingline Loan, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Bank a risk participation in such Swingline Loan in an amount equal to the product of such Bank’s Revolving Commitment Percentage times the amount of such Swingline Loan. The Borrowers must repay each Swingline Loan in full no later than thirty (30) days after such loan is made, which repayment may be made with a borrowing of Revolving Loans to the aggregate amount extent the conditions set forth in Section 5.2 have been satisfied. Swingline Loans hereunder may consist of Base Rate Loans or Daily LIBOR Swingline Loans (or a combination thereof), as the Available Revolving Commitments would Borrower Representative may request, and may be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying repaid and reborrowing, all reborrowed in accordance with the terms and conditions provisions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers TMP under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans denominated in Dollars (“Swingline Loans”) to the BorrowersTMP; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such Swingline Lender then in effect, and (ivii) no Borrower TMP shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero; provided further, TMP can only request a Swingline Loan in an amount such that after giving effect to the making of such Swingline Loan, the aggregate principal amount of Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Extensions of Credit hereunder, does not exceed such Swingline Lender’s Available Revolving Commitment. During the Revolving Commitment Period, the Borrowers TMP may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Alternate Base Rate Loans only. (b) The applicable Borrower TMP shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days the 30th day after such Swingline Loan is made; provided that on that, during each date that a Revolving Loan is borrowedcalendar month, there shall be at least two consecutive Business Days during which the applicable Borrower shall repay all outstanding balance of the Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingzero.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from From time to time on any Business Day occurring during the period commencing on the Initial Borrowing Date, and continuing to (but not including) the Revolving Commitment PeriodTermination Date, each Swingline Lender severally agrees to Agent will make a portion of the credit otherwise Revolving Commitment available to the Borrowers under the Revolving Commitments Company by making swing line loans Loans (“"Swingline Loans”") to the BorrowersCompany in an aggregate amount not to exceed $25,000,000 outstanding at any one time, notwithstanding the fact that such Borrowings may exceed Agent's Revolving Commitment. The Commitment of Agent to make Swingline Loans from time to time is herein referred to as its "Swingline Commitment." (b) Agent at any time in its sole and absolute discretion may require each other Lender on one Business Day's notice to make a Revolving Loan in an amount equal to such Lender's Percentage of the aggregate amount of Swingline Loans outstanding on the date notice is given. In the event that Revolving Loans are made by Lenders other than Agent under the immediately preceding sentence, each such Lender shall deposit with the Agent same day funds in an amount equal to such Lender's Percentage of such Revolving Loans. Such deposit will be made to an account which the Agent shall specify from time to time by written notice to the Lenders. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swingline Loans and the Company authorizes the Agent to charge its account with Bank of America (up to the amount available in such account) in order to immediately pay Agent the amount of such Swingline Loans to the extent amounts received from other Lenders are not sufficient to repay in full the outstanding Swingline Loans. If any portion of any such amount paid to Agent should be recovered by or on behalf of the Company from Agent in bankruptcy, by assignment for the benefit of creditors, or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 4.8. (c) Each Lender's obligation to make the Revolving Loans referred to in clause (b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Agent, the Company, or any other Person for any reason whatsoever; provided that (ii) the occurrence or continuance of a Default; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) any breach of this Agreement by the Company or any other Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. (d) Interest on each Swingline Loan shall accrue to Agent from the date of making such Swingline Loan to and including the earlier of (i) the sum of (x) date prior to the Swingline Exposure day on which payment of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans Loan is made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, Company or (ii) the sum date prior to the day of all outstanding Swingline Loans shall not exceed receipt by the aggregate Swingline Commitment, (iii) the sum Agent from any Lender of the outstanding Swingline its Percentage of any Revolving Loans made by to repay such Swingline Lender shall not exceed Loan; provided that, from and after the Swingline Commitment date of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of any such Swingline LoanRevolving Loans, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans interest shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to accrue on such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds Lender's Percentage of any such Revolving Loans shall be applied by for the Administrative Agent to repay any Swingline Loans made to account of such Borrower that are outstandingLender.

Swingline Commitment. (a) Subject to On the terms and subject to the -------------------- conditions hereofset forth herein, the Swingline Lender agrees that it may, from time to time during to, but not including, the Revolving Commitment PeriodMaturity Date, each agree to make Warehousing Advances requested by the Borrowers in amounts not to exceed the Swingline Facility Amount. Such Swingline Advances shall be evidenced by the Swingline Note. A Swingline Advance shall bear interest, from the date of such Swingline Advance, until paid in full, at the Ordinary Warehousing Rate. The Lenders hereby agree to purchase from the Swingline Lender severally an undivided participation interest in all outstanding Swingline Advances held by the Swingline Lender at any time in an amount equal to each Lender's Warehousing Percentage Share of such Swingline Advances. The Swingline Lender may at any time in its sole and absolute discretion (and shall no less frequently than weekly and upon the acceleration of the Obligations following an Event of Default) request the Lenders to make Warehousing Advances (each in principal amounts equal to their Warehousing Percentage Shares thereof) in the aggregate amount necessary to repay the outstanding Swingline Advances, and each Lender absolutely and unconditionally agrees to make a portion fund such Warehousing Advances, regardless of the credit any Default or Event of Default or other condition which would otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowersexcuse such Lender from funding Warehousing Advances; provided that (i) no Lender shall be required to make Warehousing Advances to repay Swingline Advances which would cause such Lender's aggregate Warehousing Advances then outstanding to exceed the sum amount of (x) such Lender's Maximum Warehousing Commitment. Each Lender's Warehousing Advances made pursuant to the preceding sentence shall be delivered directly to the Swingline Exposure Lender in immediately available funds at the office of such the Credit Agent by 12:00 noon on the day of the request therefor by the Swingline Lender if such request is made on or before 11:00 a.m. or by 9:00 a.m. on the first (in its capacity as a Swingline Lender 1st) Business Day following such request therefor if such request is made after 11:00 a.m. and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of be promptly applied against the outstanding Swingline Loans made by such Swingline Lender shall not exceed Advances. At any time following the Swingline Commitment receipt of such Swingline Lender and (iv) no Borrower shall requestfunds from all the Lenders, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loanless than weekly, the aggregate amount Credit Agent shall deliver to each Lender a certificate in the form of Exhibit M attached hereto (the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period"Advance --------- Certificate"), the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied certified by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingCredit Agent.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make available a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, if (a) after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero or (b) the conditions set forth in Section 5.3 are not satisfied. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all outstanding Swingline Loans made on each Revolving Termination Date. (c) Notwithstanding anything to it then outstanding and the proceeds of contrary contained in this Section 2.7, the Swingline Lender shall not be obligated to make any Swingline Loan at a time when any other Revolving Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the Swingline Lender’s Fronting Exposure (after giving effect to Section 2.27(c)) with respect to any such Revolving Loans shall be applied by Defaulting Lender, including the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingdelivery of Cash Collateral.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Company and the Borrowing Subsidiaries under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans denominated in Dollars (“Swingline Loans”) to the BorrowersCompany or any Borrowing Subsidiary; provided that (i) the sum of (x) Borrowers shall not request and the Swingline Exposure Lender shall not make any Swingline Loan if, after giving effect to the making of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender)Loan, (y) the aggregate principal amount of Swingline Loans would exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans made by such Loans, may exceed the Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, ) and (ii) the sum of all outstanding Swingline Loans Borrowers shall not exceed request, and the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Company and each Borrowing Subsidiary may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower it on the earlier of the Revolving Termination Date and five 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 borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make Swingline Loans to the Borrower at any time and from time to time during after the Closing Date and until the earlier of the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion Credit Maturity Date and the termination of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided Credit Commitments, in an aggregate principal amount at any time outstanding that will not result in (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving all Swingline Loans made by such Swingline Lender (exceeding $10,000,000 in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, aggregate or (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan ifAggregate Revolving Credit Exposure, after giving effect to the making of such any Swingline Loan, exceeding the aggregate Total Revolving Credit Commitment. Each Swingline Loan (i) shall be made and maintained as an ABR Loan and (ii) shall be in a principal amount that is an integral multiple of $100,000 and in a minimum amount of $500,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the Available Revolving Commitments would be less than zero. During the Revolving Commitment Periodforegoing limits, the Borrowers Borrower may use borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.22 or elsewhere in this Agreement, (i) the Swingline Commitment Lender shall not be obligated to make any Swingline Loan at a time when any Revolving Credit Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to any Defaulting Lender’s participation in such Swingline Loans, including by borrowingcash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding Swingline Loans, repaying and reborrowing(ii) the Swingline Lender shall not make any 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 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 notices or (B) of the waiver of such Default or Event of Default in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlySection 9.08(b). (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make Swingline Loans to the Borrower at any time and from time to time during after the Closing Date and until the earlier of the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion Credit Maturity Date and the termination of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided Credit Commitments, in an aggregate principal amount at any time outstanding that will not result in (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding all Swingline Loans exceeding the greater of (x) $4,500,000 or (y) 10.0% of the Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment Credit Commitments then in effect, in the aggregate or (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan ifAggregate Revolving Credit Exposure, after giving effect to the making of such any Swingline Loan, exceeding the aggregate Total Revolving Credit Commitment. Each Swingline Loan (i) shall be made and maintained as an ABR Loan and (ii) shall be in a principal amount that is an integral multiple of $100,000 and in a minimum amount of $100,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the Available Revolving Commitments would be less than zero. During the Revolving Commitment Periodforegoing limits, the Borrowers Borrower may use borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.22 or elsewhere in this Agreement, (i) the Swingline Commitment Lender shall not be obligated to make any Swingline Loan at a time when any Revolving Credit Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to any Defaulting Lender’s participation in such Swingline Loans, including by borrowingcash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding Swingline Loans, repaying and reborrowing(ii) the Swingline Lender shall not make any 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 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 notices or (B) of the waiver of such Default or Event of Default in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlySection 9.08(b). (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) (i) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Base Rate Loans only. . Notwithstanding the foregoing, if at any time any Lender is a Defaulting Lender, such Defaulting Lender’s Revolving Commitment Percentage of the Swingline Loans will be reallocated among all Lenders that are not Defaulting Lenders (bpro rata in accordance with their respective Revolving Commitment Percentage) The applicable Borrower shall repay but only to the Swingline extent the Aggregate Revolving Outstandings of all Lenders the then unpaid principal amount of each Swingline Loan made to that are not Defaulting Lenders plus such Borrower on the earlier Defaulting Lender’s Revolving Commitment Percentage of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made and any Letter of Credit Outstandings, in each case, except to it then outstanding and the proceeds extent Cash Collateralized, does not exceed the Total Revolving Commitments (excluding the Revolving Commitment of any Defaulting Lender) (in which case the Revolving Commitments of all Defaulting Lenders will be deemed to be zero (except to the extent Cash Collateral has been posted by such Revolving Loans shall be applied by the Administrative Agent to repay Defaulting Lender in respect of any portion of such Defaulting Lender’s participations in Swingline Loans made to such Borrower that are outstanding.or Letter of Credit Outstandings) for purposes of any determination of the Lenders’ respective Revolving Commitment Percentage of the Swingline Loans (including for purposes of all fee calculations hereunder));

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Swingline Lender, in reliance upon the agreements of the other Revolving Commitment PeriodLenders set forth herein, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans (“Swingline Loans”) to the Borrowers; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ivii) no Borrower shall request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Daily Floating Rate Loans only.. CHAR1\1969725v1CHAR1\1969725v3 (ba) The applicable Borrower Borrowers shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of (i) the Revolving Termination Date and five Business Days (i) the date occurring ten days after such Swingline Loan is mademade (which payment may be made if the Borrowers so elect by the borrowing of Revolving Loans and the simultaneous application of all or a portion of the proceeds thereof); provided that on each date that a Revolving Loan is borrowed, the applicable Borrower Borrowers shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2015-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to the Swingline Lender on the Closing Date. Such Series 2015-1 Class A-1 Swingline Note shall be dated the Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2015-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, the Swingline Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a “Swingline Loan” or a “Series 2015-1 Class A-1 Swingline Loan” and, collectively, the “Swingline Loans” or the “Series 2015-1 Class A-1 Swingline Loans”) to the Master Issuer from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of period commencing on the credit otherwise available Closing Date and ending on the date that is two (2) Business Days prior to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the BorrowersCommitment Termination Date; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) have no Borrower shall request, and no Swingline Lender shall make, obligation or right to make any Swingline Loan if, after giving effect to the making of such Swingline Loanthereto, (i) the aggregate principal amount of the Available Revolving Commitments Swingline Loans outstanding would be less than zero. During the Revolving Commitment Period, the Borrowers may use exceed the Swingline Commitment by borrowingthen in effect (notwithstanding that the Swingline Loans outstanding at any time, repaying and reborrowing, all in accordance when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2015-1 Class A-1 Outstanding Principal Amount would exceed the Series 2015-1 Class A-1 Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2015-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the terms of this Agreement and conditions hereof. the Series 2015-1 Supplement, the outstanding principal amount evidenced by the Series 2015-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans shall be ABR Loans onlyor decreased by payments of principal thereon from time to time. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Swingline Loans”") to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Swingline Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) outstanding at any time shall not exceed its Revolving the Swingline Commitment of such Lender then in effect, (ii) the sum aggregate principal amount of all outstanding Swingline Loans outstanding at any time shall not exceed the aggregate Total Swingline CommitmentCommitments then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lenders' other outstanding Revolving Loans, may exceed the Total Swingline Commitments then in effect) and (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender Borrower shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the each Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to by such Borrower Lender on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is madeDate; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Credit Commitment Period, each the Swingline Lender severally agrees to may at its sole discretion make a portion of the credit otherwise available to the Borrowers Parent Borrower under the Revolving Credit Commitments by making swing line loans in Dollars (“Swingline Loans”) to the BorrowersParent Borrower; provided that (i) the sum of (x) the Swingline Exposure of such the Swingline Lender (in its capacity as a the Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Credit Loans made by such the Swingline Lender (in its capacity as a Revolving Credit Lender) and (z) the L/C Exposure of such the Swingline Lender (in its capacity as a Revolving Credit Lender) shall not exceed the Revolving Credit Commitment of the Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all the outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, Commitment and (iii) the sum of Parent Borrower shall not request, and the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrowers Parent Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyLoans. (b) The applicable Parent Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Credit Termination Date and the date that is five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Credit Loan is borrowed, the applicable Parent Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Credit Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Swingline Loans made by such from a Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such Swingline Lender then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s outstanding Loans (other than Swingline Loans), may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of Total Exposures would exceed the Available Revolving Commitments would be less than zeroTotal Commitments. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyor Alternate Rate Swingline Loans. (b) A Swingline Loan shall be an ABR Loan, unless the Borrower has requested an Alternate Rate Swingline Loan. At all times such Loan is an Alternate Rate Swingline Loan, the Borrower shall pay interest on the unpaid principal amount of such Alternate Rate Swingline Loan from the Borrowing Date of such Alternate Rate Swingline Loan until such principal amount shall be paid in full at a rate per annum equal to the Alternate Rate in effect from time to time plus the Applicable Margin for ABR Loans in effect from time to time. (c) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower and accrued interest thereon on the earlier of the Revolving Termination Date and the date that is five Business Days after such Swingline Loan is mademade (or such earlier date on which the Swingline Loans become due and payable pursuant to Section 7); provided that on each date that a Revolving Loan (other than a Swingline Loan) is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, from time to time during until the Revolving Commitment PeriodSwingline Termination Date, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line revolving loan or revolving loans (“each a "Swingline Loan" and, collectively, the "Swingline Loans”") to the Borrowers; provided that Borrower, which Swingline Loans (i) shall be denominated in Dollars, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Credit Loans, the Aggregate Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Credit Commitment then in effect, (ii) less the sum of all outstanding Swingline Loans L/C Obligations, (iv) shall not exceed in aggregate principal amount at any time outstanding the aggregate Swingline CommitmentCommitment and (v) shall bear interest at a rate mutually agreeable to the Swingline Lender and the Borrower. Notwithstanding anything to the contrary contained in this Section 2.5(a), (iiix) the sum 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 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' Commitment Percentage of the outstanding Swingline Loans made by such and (y) the Swingline Lender shall not exceed make any Swingline Loan after it has received written notice from the Swingline Commitment Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such Swingline Lender and (iv) no Borrower shall request, and no time as the Swingline Lender shall make, any Swingline Loan if, after giving effect to have received written notice (A) of rescission of all such notices from the making party or parties originally delivering such notice or (B) of the waiver of such Swingline Loan, the aggregate amount Default or Event of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied Default by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingRequired Lenders.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during (i) the Revolving Commitment Period, each Swingline Lender severally (acting through any of its branches or affiliates) agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrowers; provided that (i) any Swingline Loan shall be made in the sole discretion of the Swingline Lender, (ii) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and, (iii) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender effect and (iv) no Borrower shall request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Each Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Maturity Date and five the first date after such Swingline Loan is made that is the 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 borrowed, the applicable Borrower shall repay all of its Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments Total Commitment at any time and from time to time on or after the Closing Date and until the earlier of the Termination Date and the termination of the Swingline Commitment in accordance with the terms hereof by making swing line loans in Dollars (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the outstanding principal amount of such Swingline Loans from any Swingline Lender shall not exceed at any time 50% of the Swingline Commitment then in effect and (iviii) no the Borrower shall not request, and no a Swingline Lender shall not make, any Swingline Loan Loans if, after giving effect to the making of such Swingline LoanLoans, the aggregate amount Aggregate Revolving Credit Exposure would exceed the Total Commitment. At any time and from time to time on or after the Closing Date, and until the earlier of the Available Revolving Commitments would be less than zero. During Termination Date and the Revolving termination of the Swingline Commitment Periodin accordance with the terms hereof, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the applicable Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to of such Borrower Swingline Lender on the earlier earliest of (i) the Termination Date, (ii) the termination of the Revolving Termination Date Swingline Commitments in accordance with the terms hereof and five (iii) the fifth (5th) Business Days Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Company and the Borrowing Subsidiaries under the Revolving Commitments from time to time during the Tranche A Revolving Commitment Period by making swing line swingline loans denominated in Dollars (“Swingline Loans”) to the BorrowersCompany or any Borrowing Subsidiary; provided that (i) the sum of (x) Borrowers shall not request and the Swingline Exposure Lender shall not make any Swingline Loan if, after giving effect to the making of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender)Loan, (y) the aggregate principal amount of Swingline Loans would exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans made by such Loans, may exceed the Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, ) and (ii) the sum of all outstanding Swingline Loans Borrowers shall not exceed request, and the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Tranche A Revolving Commitment Period, the Borrowers Company and each Borrowing Subsidiary may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower it on the earlier of the Tranche A Revolving Termination Date and five 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 borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers US Borrower under the US Borrower Revolving Commitments from time to time during the US Borrower Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersUS Borrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding US Borrower Revolving Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the US Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, (x) the aggregate amount of the Available US Borrower Revolving Commitments of the Lenders would be less than zerozero or (y) the aggregate amount of the US Borrower Revolving Extensions of Credit of the Lenders then outstanding would exceed the US Borrower Borrowing Base. During the US Borrower Revolving Commitment Period, the Borrowers US Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable US Borrower shall repay to the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingDate.

Swingline Commitment. (a) Subject to the terms and conditions hereof, (i) each Quoted Rate Swingline Lender may (but shall have no obligation to) make a portion of the credit otherwise available to the Borrower under the Total Commitments from time to time during the Revolving Commitment PeriodPeriod by making swing line loans ("Quoted Swingline Loans") on the basis of quoted interest rates (each, each a "Quoted Swingline Rate") furnished by such Quoted Rate Swingline Lender severally from time to time in its discretion to the Borrower and accepted by the Borrower in its discretion and (ii) the Committed Swingline Lender agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Commitment Period by making swing line loans (“"Committed Swingline Loans”") bearing interest at the ABR to the BorrowersBorrower; provided that (i) the sum aggregate outstanding principal amount of (x) Committed Swingline Loans at any time shall not exceed the Swingline Exposure of Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with such Swingline Lender (Lender's other outstanding Revolving Loans, may exceed the Swingline Commitment then in its capacity as a Swingline Lender and a Revolving Lendereffect), (yii) the aggregate principal amount of Swingline Loans outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) at any time shall not exceed its Revolving Commitment then in effect$100,000,000, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, and (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender Borrower shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount sum of the Available Revolving Commitments Total Outstanding Extensions of Credit would be less than zeroexceed the Total Commitments. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all denominated in Dollars. Committed Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.be

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (ya) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect) and the aggregate amount of such Swingline Lender and Loans made by Bank of America, N.A. shall not exceed the Revolving Commitment of Bank of America), (ivb) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay to . On the Swingline Lenders the then unpaid principal amount of Amendment No. 2 Effective Date, each Original Swingline Loan made shall continue to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such be outstanding under this Agreement as a Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingLoan.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time until the Termination Date by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that no Swingline Lender shall be obligated to fund any Swingline Loan which would result in (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed exceeding its Swingline Commitment, (ii) the (A) sum of (1) such Swingline Commitment Lender’s Pro Rata Share of outstanding L/C Obligations plus (2) such Swingline Lender’s Pro Rata Share of outstanding Advances (without regard to Swingline Loans) plus (3)(x) such Swingline Lender’s Pro Rata Share of outstanding Swingline Loans made by any Swingline Lender other than it and (y) outstanding Swingline Loans made by such Swingline Lender and less (ivB) no Borrower shall requestoutstanding Swingline Loans, and if any, being repaid with the proceeds of a Borrowing exceeding its Credit Exposure, or (iii) the sum of the Advances exceeding the Total Committed Amount; provided, further that no Swingline Lender shall make, be obligated to fund any Swingline Loan if, after giving effect to refinance an outstanding Swingline Loan. Prior to the making of such Swingline LoanTermination Date, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying (in whole or part) and reborrowing, all in accordance with the terms and conditions hereof. The Borrower may prepay Swingline Loans shall at any time upon notice to the applicable Swingline Lender by 12:00 Noon on the day of the proposed prepayment stating the proposed date and aggregate principal amount to be ABR Loans onlyprepaid. (b) The applicable Borrower shall repay to the applicable Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to by such Borrower Swingline Lender on the earlier of (i) the Revolving Termination Date and five (ii) the fifth Business Days Day after such Swingline Loan is made; provided that on each date that a Revolving Loan an Advance is borrowed, the applicable Borrower shall repay all Swingline Loans made then outstanding. The unpaid principal amount of each Swingline Loan shall bear interest at the per annum rate equal to it then outstanding and the proceeds Swingline Rate in effect from time to time plus the Applicable Margin for Eurodollar Advances. (c) The obligation of any such Revolving Loans shall be applied by the Administrative Agent each Swingline Lender to repay any make Swingline Loans made to such the Borrower that are outstandingis subject to the same conditions precedent for the making of Advances under Section 3.2, other than compliance with Section 2.2(a), as referred to in said Section 3.2.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Base Rate Loans only. . Notwithstanding the foregoing, if at any time any Lender is a Defaulting Lender, such Defaulting Lender’s Revolving Commitment Percentage of the Swingline Loans will be reallocated among all Lenders that are not Defaulting Lenders (bpro rata in accordance with their respective Revolving Commitment Percentage) The applicable Borrower shall repay but only to the Swingline extent the Aggregate Revolving Outstandings of all Lenders the then unpaid principal amount of each Swingline Loan made to that are not Defaulting Lenders plus such Borrower on the earlier Defaulting Lender’s Revolving Commitment Percentage of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds any Letter of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.Credit Outstandings, in each case,

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein (including Section 2.22), each Swingline Lender agrees, in reliance upon the agreement of the applicable Borrowers and the applicable Lenders set forth in this Section 2.05 and elsewhere in this Agreement and the other Loan Documents, to make (i) US Swingline Loans in Dollars to any US Borrower and (ii) German Swingline Loans in Dollars or Euros (as the applicable German Borrower may request) to any German Borrower, in each case from time to time during the Revolving Commitment Availability Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans in an aggregate principal amount at any time outstanding that will not result in (“Swingline Loans”) to the Borrowers; provided that (i1) the sum Dollar Equivalent of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed exceeding the Swingline Commitment of such Swingline Lender and (iv2) no Borrower shall request, and the failure of the Availability Conditions to be satisfied; provided that no Swingline Lender shall make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrowers may borrow, prepay and reborrow Swingline Loans. Each US Swingline Loan shall be an ABR Loan and each German Swingline Loan shall bear interest at a rate determined by reference to (1) in the case of a German Swingline Loan denominated in Dollars, the aggregate amount US LIBOR ScreenAdjusted Term SOFR Rate for Dollar deposits or (2) in the case of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Perioda German Swingline Loan denominated in Euro, the EURIBOR Screen Rate for Euro deposits, in each case with a term of 1 weekmonth determined as of approximately 11:00 a.m. (London time) on the applicableon the Periodic Term SOFR Determination Day or the Interest Rate Determination Date, as applicable (but if more than one applicable rate is specified on such page, the rate will be an arithmetic average of all such rates). All German Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable jointly and severally liable for all German Swingline Loans, regardless of which German Borrower receives the proceeds thereof. All US Borrowers shall repay to the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date be jointly and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay severally liable for all Swingline Loans made to it then outstanding and Loans, regardless of which Borrower receives the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingthereof.

Swingline Commitment. (ai) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such then in effect (notwithstanding that the Swingline Lender Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ivii) no the Borrower shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Base Rate Loans only. . Notwithstanding the foregoing, if at any time any Lender is a Defaulting Lender, such Defaulting Lender’s Revolving Commitment Percentage of the Swingline Loans will be reallocated among all Lenders that are not Defaulting Lenders (bpro rata in accordance with their respective Revolving Commitment Percentage) The applicable Borrower shall repay but only to the Swingline extent the Aggregate Revolving Outstandings of all Lenders the then unpaid principal amount of each Swingline Loan made to that are not Defaulting Lenders plus such Borrower on the earlier Defaulting Lender’s Revolving Commitment Percentage of the Swingline Loans and any Letter of Credit Outstandings, in each case, except to the extent Cash Collateralized, does not exceed the Total Revolving Termination Date and five Business Days after Commitments (excluding the Revolving Commitment of any Defaulting Lender) (in which case the Revolving Commitments of all Defaulting Lenders will 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 Loan is Loans or Letter of Credit Outstandings) for purposes of any determination of the Lenders’ respective Revolving Commitment Percentage of the Swingline Loans (including for purposes of all fee calculations hereunder)); provided, to the extent that such reallocation cannot be made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.Defaulting -38-

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally of any Class agrees to make a portion of the credit otherwise available to the Borrowers Company and any Domestic Subsidiary Borrower under the Domestic Revolving Commitments of such Class from time to time during the applicable Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the BorrowersCompany and any Domestic Subsidiary Borrower; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Swingline Loans of any Class made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment of such Class of such Swingline Lender and then in effect (ivnotwithstanding that the Swingline Loans of the applicable Class outstanding at any time, when aggregated with any Swingline Lender’s other outstanding Domestic Revolving Loans of such Class, may exceed such Lender’s Swingline Commitment of such Class then in effect), (ii) no the Company or the relevant Subsidiary Borrower shall request, and no Swingline Lender shall make, not request any Swingline Loan of any Class if, after giving effect to the making of such Swingline LoanLoan and the use of proceeds thereof, the aggregate amount of the Available Domestic Revolving Commitments of such Class would be less than zerozero and (iii) after giving effect to such borrowing and the use of proceeds thereof, (A) the Outstanding Amount of Borrowing Base Debt shall not exceed the Borrowing Base at such time, (B) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments at such time, (C) on and after December 3, 2009, (1) the Total 2011 Revolving Extensions of Credit shall not exceed the Total 2011 Revolving Commitments then in effect and (2) the Total 2013 Revolving Extensions of Credit shall not exceed the Total 2013 Revolving Commitments then in effect and (D) the Outstanding Amount of all Swingline Loans shall not exceed the Swingline Sublimit. During the Revolving Commitment PeriodPeriod in respect of any Class, the Borrowers Company and any Domestic Subsidiary Borrower may use the Swingline Commitment in respect of such Class by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Swingline Loans may from time to time be (i) ABR Loans, (ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Company and notified to and, in the case of any Money Market Rate Loan, consented to by the relevant Swingline Lender in accordance herewith. (c) The Company or relevant Subsidiary Borrower shall repay to the relevant Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to advanced by such Borrower Swingline Lender on the earlier earliest of (i) the date that is ten Business Days after the date of such advance, (ii) the applicable Revolving Termination Date then in effect and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, (iii) the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingInterest Payment Date with respect thereto.

Swingline Commitment. (a) Subject to the terms and conditions hereofhereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans in Dollars (“Swingline Loans”) to the Revolving Borrowers; provided that (i) the sum aggregate Outstanding Amount of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of such Swingline Lender and Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (ivii) no Borrower the Revolving Borrowers shall not request, and no the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zerozero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The applicable Borrower . Immediately upon the making of a Swingline Loan, each Revolving Lender shall repay to be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after Lender a risk participation in such Swingline Loan is made; provided that on (each date that a Revolving Loan is borrowed, “Swingline Participation”) in an amount equal to the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds product of any such Revolving Loans shall be applied by the Administrative Agent to repay any Lender’s Revolving Percentage of such Swingline Loans made to such Borrower that are outstandingLoan.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2020-1 Class A-1 Swingline Note, which the Issuer shall deliver to the Swingline Lender on the Series 2020-1 Closing Date. Such Series 2020-1 Class A-1 Swingline Note shall be dated the Series 2020-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2020-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, from time to time during the Revolving Commitment PeriodSwingline Lender, each Swingline Lender severally in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line swingline loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the BorrowersIssuer from time to time during the period commencing on the Series 2020-1 Closing Date and ending on the date that is two (2) Business Days prior to the Commitment Termination Date; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) have no Borrower shall request, and no Swingline Lender shall make, obligation or right to make any Swingline Loan if, after giving effect to the making of such Swingline Loanthereto, (i) the aggregate principal amount of the Available Revolving Commitments Swingline Loans outstanding would be less than zero. During the Revolving Commitment Period, the Borrowers may use exceed the Swingline Commitment by borrowingthen in effect (notwithstanding that the Swingline Loans outstanding at any time, repaying and reborrowing, all in accordance when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2020-1 Class A-1 Outstanding Principal Amount would exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the terms of this Agreement and conditions hereof. the Series 2020-1 Supplement, the outstanding principal amount evidenced by the Series 2020-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans shall be ABR Loans onlyor decreased by payments of principal thereon from time to time. (b) Whenever the Issuer desires that the Swingline Lender make Swingline Loans, the Issuer shall (or shall cause the Manager on its behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (New York City time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be a Business Day during the Commitment Term not later than the date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Issuer). Such notice shall be in the form attached hereto as Exhibit A-2 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Swingline Lender shall promptly notify the Control Party and the Trustee thereof in writing. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2020-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, the Series 2020-1 Class A-1 Outstanding Principal Amount would exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2020-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York City time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2020-1 Supplement, the Swingline Lender shall make available to the Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan. (c) The applicable Borrower Issuer hereby agrees that each Swingline Loan made by the Swingline Lender to the Issuer pursuant to Section 2.06(a) shall repay constitute the promise and obligation of the Issuer to pay to the Swingline Lenders Lender the then aggregate unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2020-1 Class A-1 Outstanding Principal Amount. (d) In accordance with, and without limitation of, Section 2.03(a), the Issuer agrees to cause requests for Borrowings to be made at least one time per month, for each month any Swingline Loans are outstanding for at least ten (10) Business Days during such month, if any Swingline Loans are outstanding, in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate. (e) If prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the Issuer or any Guarantor or if for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances will not be made as contemplated by Section 2.06(d), and each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage multiplied by (ii) the related Investor Group’s Commitment Percentage multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances. (f) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it then outstanding by the Swingline Lender. (g) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and the proceeds of any such Revolving Loans each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(e) shall be applied absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Issuer may have against the Swingline Lender, the Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Issuer or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (h) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to repay any Swingline Loans made to such Borrower that are outstanding.the undrawn portion of the Swingline

Swingline Commitment. (a) Subject to the terms and conditions hereofof this Agreement, Swingline Lender agrees to make Swingline Advances to Borrowers in Dollars from time to time during from the date of this Agreement through the Revolving Commitment PeriodCredit Termination Date; provided, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers under the Revolving Commitments by making swing line loans (“Swingline Loans”) to the Borrowers; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of all outstanding Revolving Loans made by such Swingline Lender Advances (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) after giving effect to any amount requested), shall not exceed its the lesser of (i) the Revolving Commitment then in effect, (ii) less the sum of all outstanding Swingline Loans shall not exceed Advances under the aggregate Revolving Credit Facility and the Facility Letter of Credit Exposure and the Facility FX Exposure (and limited at all times to the Borrowing Base) and (ii) the Swingline Commitment. Swingline Advances shall be refunded by the Revolving Lenders on demand by Swingline Lender. Such refundings shall be made by the Revolving Lenders in accordance with their respective Commitment Percentages and shall thereafter be reflected as Advances under the Revolving Credit Facility of the Revolving Lenders on the books and records of the Administrative Agent. Each Revolving Lender shall fund its respective Commitment Percentage of Advances as required to repay Swingline Advances outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 2:00 p.m. (Dallas time) on the next succeeding Business Day after such demand is made. No Revolving Lender's obligation to fund its respective Commitment Percentage of a Swingline Advance shall be affected by any other Revolving Lender's failure to fund its Commitment Percentage of a Swingline Advance, nor shall any Revolving Lender's Percentage be increased as a result of any such failure of any other Revolving Lender to fund its Commitment Percentage. (iiib) Borrowers shall pay to Swingline Lender on demand the sum amount of any Swingline Advances to the extent amounts received from the Revolving Lenders are not sufficient to repay in full the outstanding Swingline Loans made by such Advances requested or required to be refunded. (c) Each Revolving Lender acknowledges and agrees that its obligation to refund Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all Advances in accordance with the terms of this Section 2.1.4 is absolute and conditions hereofunconditional and shall not be affected by any circumstance whatsoever (including, without limitation, repayment of such Swingline Advances by Borrowers pursuant to the above paragraph if the same is required to be refunded to Borrowers by Swingline Lender; provided, that if prior to the refunding of any outstanding Swingline Advance pursuant to this Section 2.1.4, one of the events described in Section 8.1.6 or 8.1.7 shall have occurred, each Revolving Lender will, on the date the applicable Advance under the Revolving Credit Facility would have been made, purchase an undivided participating interest in the Swingline Advance to be refunded in an amount equal to its Commitment Percentage of the aggregate amount of such Swingline Advance). Swingline Loans shall be ABR Loans only. (b) The applicable Borrower shall repay Each Revolving Lender will immediately transfer to the Swingline Lenders Lender, in immediately available funds, the then unpaid principal amount of each its participation, and upon receipt thereof the Swingline Loan made Lender will deliver to such Borrower on Revolving Lender a certificate evidencing such participation dated the earlier date of the Revolving Termination Date receipt of such funds and five Business Days after for such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstandingamount.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrowers Borrower under the Revolving Commitments from time to time until the Termination Date by making swing line loans (“Swingline Loans”) to the BorrowersBorrower; provided that no Swingline Lender shall be obligated to fund any Swingline Loan which would result in (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding Swingline Loans made by such Swingline Lender shall not exceed exceeding its Swingline Commitment, (ii) the (A) sum of (1) such Swingline Commitment Lender’s Pro Rata Share of outstanding L/C Obligations plus (2) such Swingline Lender’s Pro Rata Share of outstanding Advances (without regard to Swingline Loans) plus (3)(x) such Swingline Lender’s Pro Rata Share of outstanding Swingline Loans made by any Swingline Lender other than it and (y) outstanding Swingline Loans made by such Swingline Lender and less (ivB) no Borrower shall requestoutstanding Swingline Loans, and if any, being repaid with the proceeds of a Borrowing exceeding its Credit Exposure, or (iii) the sum of the Advances exceeding the Total Committed Amount; provided, further that no Swingline Lender shall make, be obligated to fund any Swingline Loan if, after giving effect to refinance an outstanding Swingline Loan. Prior to the making of such Swingline LoanTermination Date, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrowers Borrower may use the Swingline Commitment by borrowing, repaying (in whole or part) and reborrowing, all in accordance with the terms and conditions hereof. The Borrower may prepay Swingline Loans shall at any time upon notice to the applicable Swingline Lender by 12:00 Noon on the day of the proposed prepayment stating the proposed date and aggregate principal amount to be ABR Loans onlyprepaid. (b) The applicable Borrower shall repay to the applicable Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to by such Borrower Swingline Lender on the earlier of (i) the Revolving Termination Date and five (ii) the fifth Business Days Day after such Swingline Loan is made; provided that on each date that a Revolving Loan an Advance is borrowed, the applicable Borrower shall repay all Swingline Loans made then outstanding. The unpaid principal amount of each Swingline Loan shall bear interest at the per annum rate equal to it then outstanding and the proceeds Swingline Rate in effect from time to time. (c) The obligation of any such Revolving Loans shall be applied by the Administrative Agent each Swingline Lender to repay any make Swingline Loans made to such the Borrower that are outstandingis subject to the same conditions precedent for the making of Advances under Section 3.2, other than compliance with Section 2.2(a), as referred to in said Section 3.2.