Common use of Making of Swing Loans Clause in Contracts

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Administrative Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible for the LIBOR Option and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Administrative Borrower’s Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible for the LIBOR Option and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0007,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible for the LIBOR Option and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Administrative Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible to be a LIBOR Rate Loan and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,0005,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower’s Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding 10% of the foregoing limitationMaximum Revolver Amount, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In The Swing Lender may elect in its sole discretion to make Swing Loans to any Borrower solely for the Swing Lender’s own account, from time to time prior to the Revolving Termination Date up to an aggregate principal amount at any one time outstanding not to exceed the lesser of (x) the Dollar Equivalent Amount of $50,000,000 and (y) the unused amount of the Revolving Credit Commitments (“Swing Loans”). The Swing Lender may make Swing Loans (subject to the conditions precedent set forth in Sections 4.1, 4.2 and 4.4), provided that the Swing Lender has received a request in writing or, in the case of Swing Loans to the Company in Dollars only, via telephone from an Authorized Officer of such Borrower for funding of a Revolving Swing Loan no later than such time required by the Swing Lender, on the Business Day on which such Swing Loan is requested to be made. The Swing Lender shall not make any Swing Loan in the period commencing one Business Day after the Swing Lender receives written notice from the Company or a Lender that one or more of the conditions precedent contained in Section 4.4 are not satisfied and so long as ending upon the satisfaction or waiver of such condition(s). Swing Loans may be made by the Swing Lender in any freely traded currency requested by such Borrower and agreed to by the Swing Lender. Each outstanding Swing Loan shall be payable on the earlier of (i) the aggregate amount seventh Business Day after the making of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested such Swing Loan does not exceed $10,000,000, or and (ii) Swing Lenderthe Revolving Termination Date, in its sole discretion, agrees with interest at such rate to make a Swing Loan notwithstanding which the foregoing limitation, Swing Lender and such Borrower shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant agree from time to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder time, and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan interest thereon shall be payable to the Swing Lender solely for its own account. Subject Notwithstanding provisions to the provisions of contrary in this Agreement, each Revolving Credit Lender acknowledges and agrees that Swing Loans may be made under the Revolving Credit Commitment to any Borrower and each Borrower acknowledges and agrees that the availability under Section 2.3(d)(ii), Swing Lender shall not make and shall not 2.1(d) may also be obligated blocked by the Administrative Agent in an amount equal to make any the approximate anticipated Swing Loan if Swing Lender has actual knowledge that (i) one or more usage reasonably determined by the Administrative Agent with the consent of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate LoansCompany.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed the greater of (A) $10,000,0001,000,000 and (B) Xxxxx Fargo’s Revolver Commitment at such time, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Administrative Borrower’s Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible to be a LIBOR Rate Loan and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.4(d) apply to a requested Borrowing as described in Section 2.4(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.4(d) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in to Borrower’s Designated Account; provided, however, the aggregate amount of such Borrowing to the Designated AccountSwing Loans at any one time outstanding shall not exceed the greater of (i) $7,500,000 and (ii) ten percent (10%) of the Maximum Revolver Amount. Each Swing Loan shall be deemed to be a an Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that no such Swing Loan shall be eligible to be a LIBOR Rate Loan and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.4(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,0005,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such requested Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans Advances and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0005,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0002,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0005,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0007,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such requested Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans Advances and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000, the Swing Loan Limit or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Prime Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, Date plus the amount of the requested Swing Loan Advance does not exceed $10,000,0002,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower’s Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In Subject to the case terms and conditions of a Revolving Loan and this Agreement, so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000125,000,000, or (ii) the Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, the Swing Lender shall make a Revolving Loan (any such Revolving Loan made by the Swing Lender pursuant to this Section 2.3(b2.3(c) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) in Dollars available to the Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to the Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii2.3(f)(iii), the Swing Lender shall not make and shall not be obligated to make any Swing Loan if the Swing Lender has actual knowledge that (iA) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (iiB) the requested Borrowing would exceed the Excess Availability on such Funding Date. The Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s LiensLiens granted under the Loan Documents, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0008,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b2.2(b) being referred to as a “"Swing Loan” " and all such Revolving Loans being referred to as “"Swing Loans”") available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii2.2(e)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s 's Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower’s Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000, 12,500,000 or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to the Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other such Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to the Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and Swing Lender shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, Borrowing or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan that is a Swing Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0008,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “"Swing Loan” " and all such Revolving Loans being referred to as “"Swing Loans”") available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s 's Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0009,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of (i) after giving effect thereto the aggregate amount of the outstanding Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does would not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation15,000,000, Swing Lender shall make a Revolving Loan an Advance in the amount of such requested Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make make, and shall not be obligated to make make, any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans Advances and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,0004,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such requested Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans Advances and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any Participating Interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers the applicable Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible for the LIBOR Option and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.2(d) apply to a requested Borrowing as described in Section 2.2(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.2(d) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in to Borrower’s Designated Account or, at the amount request of such Borrowing Borrower, to the Designated Accountaccount of a Settlement Agent. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.2(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date, or (iii) the requested Borrowing would cause the aggregate outstanding amount of Swing Loans to exceed the lesser of (A) $15,000,000 or (B) five percent (5%) of the Maximum Revolver Amount at such time. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Administrative Borrower’s Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of the applicable Loan Parties’ Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,00015,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to the applicable Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the applicable Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii2.3(d)(i), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability amount permitted to be borrowed pursuant to Section 2.1(a) as an Advance on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0001,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In The Swing Lender may elect in its sole discretion to make Swing Loans to any Borrower solely for the Swing Lender's own account, from time to time prior to the Facility Termination Date up to an aggregate principal amount at any one time outstanding not to exceed (i) in the case of a Swing Loans to any Borrower under the U.S. Revolving Loan and so long as any Credit Commitment, the lesser of (iA) $30,000,000 or the Dollar Equivalent Amount thereof and (B) the aggregate unused amount of the Aggregate U.S. Revolving Credit Commitments ("U.S. Swing Loans"), and (ii) in the case of Swing Loans made since to any Borrower under the last Settlement DateEuro Revolving Credit Commitment, minus all payments the lesser of (A) EUR15,000,000 or other amounts applied to Swing Loans since the last Settlement Date, plus Equivalent Amount thereof and (B) the unused amount of the requested Aggregate Euro Revolving Credit Commitments ("Euro Swing Loans"). The Swing Lender may make Swing Loans (subject to the conditions precedent set forth in Article IV), provided that the Swing Lender has received a request in writing or via telephone from an Authorized Officer of such Borrower for funding of a Swing Loan does not exceed $10,000,000, or (ii) no later than such time required by the Swing Lender, in its sole discretion, agrees to make a on the Business Day on which such Swing Loan notwithstanding the foregoing limitation, is requested to be made. The Swing Lender shall not make a Revolving any Swing Loan (any in the period commencing one Business Day after the Swing Lender becomes aware that one or more of the conditions precedent contained in Section 4.2 are not satisfied and ending upon the satisfaction or waiver of such Revolving Loan condition(s). Swing Loans may be made by the Swing Lender pursuant in any freely traded currency requested by such Borrower and agreed to this Section 2.3(b) being referred by the Swing Lender. The Swing Lender agrees with the Borrowers that all Swing Loans denominated in Australian Dollars will be funded out of the Swing Lender's Lending Installation in Australia unless the Swing Lender provides prior notice to as a “the Borrowers, in which case the Borrower requesting such Loan may withdraw its request for such Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each outstanding Swing Loan shall be deemed to be a Revolving Loan hereunder payable on the Business Day following demand therefor, with interest at such rate as the Swing Lender and such Borrower shall agree, and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan interest thereon shall be payable to the Swing Lender solely for its own account. Subject Notwithstanding provisions to the provisions of contrary in this Agreement, each U.S. Lender acknowledges and agrees that U.S. Swing Loans may be made under the U.S. Revolving Credit Commitment to Foreign Subsidiary Borrowers, each Euro Lender acknowledges and agrees that Euro Swing Loans may be made under the Euro Revolving Credit Commitment to the Company and Domestic Subsidiary Borrowers and each Borrower acknowledges and agrees that the availability under Section 2.3(d)(ii), Swing Lender shall not make 2.1.1 and shall not 2.1.2 may also be obligated blocked by the Agent in an amount equal to make any the approximate anticipated Swing Loan if Swing Lender has actual knowledge that (i) one or more usage reasonably determined by the Agent with the consent of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate LoansCompany.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b3.02(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3Article VI) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii3.02(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 Article VI will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 Article VI have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Collateral Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0003,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would cause the Revolver Usage to exceed the Availability Loan Cap on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving request for a Swing Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,00020,000,000, or (ii) and Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitationLoan, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 (including, without limitation, the conditions precedent set forth in the final paragraph of Section 3.2 hereof) will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make an Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers on the Funding Date applicable thereto by transferring immediately available same day funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan thereon shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Advance). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability of Borrowers on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving request for a Swing Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (iiii) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (iiiv) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such requested Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans Advances and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower’s Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,0004,500,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such requested Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans Advances and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans. Notwithstanding anything in this Section 2.3(b) to the contrary, at any time that there is only one Lender, the Swing Lender shall not be obligated to make a Swing Loan and requested Borrowings shall be made pursuant to Section 2.3(c).

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,000, or (ii) Swing and no Lender is a Defaulting Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such requested Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans Advances and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, Date plus the amount of the requested Swing Loan Advance does not exceed $10,000,0001,500,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrowers’ Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so So long as any of (i) the aggregate outstanding principal amount of all Swing Loans made since the last Settlement Datedoes not, minus all payments or other amounts applied to Swing Loans since the last Settlement Dateat any time, plus the amount of the requested Swing Loan does not exceed $10,000,000, or 75,000,000 (ii) Swing Lender, except as contemplated in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitationSection 2.3(d)), Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied (or waived in accordance with the terms of this Agreement) on the requested Funding Date for the applicable Borrowing, Borrowing or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In The provisions of this Section 2.3(b) shall not be applicable until such time subsequent to the Closing Date that there is more than one (1) Lender under this Agreement. Thereafter, in the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0007,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0007,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “"Swing Loan” " and all such Revolving Loans being referred to as “"Swing Loans”") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s 's Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this SECTION 2.3(d) apply to a requested Borrowing as described in SECTION 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(bSECTION 2.3(d) being referred to as a “Swing Loan” "SWING LOAN" and all such Revolving Loans Advances being referred to collectively as “Swing Loans”"SWING LOANS") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(iiSECTION 2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section SECTION 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Administrative Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding 10% of the foregoing limitationMaximum Revolver Amount, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Excess Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a US Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,00012,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a US Revolving Loan (any such US Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such US Revolving Loans being referred to as “Swing Loans”) available to US Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such US Borrowing to the US Designated Account. Each Swing Loan shall be deemed to be a US Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other US Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable US Borrowing, or (ii) the requested US Borrowing would exceed the Excess Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute US Revolving Loans and US Obligations, and bear interest at the rate applicable from time to time to US Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for a US Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan US Advance does not exceed $10,000,00010% of the Maximum Revolver Amount, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan US Advance in the amount of such US Borrowing (any such Revolving Loan US Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “"Swing Loan” " and all such Revolving Loans US Advances being referred to collectively as “"Swing Loans”") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the US Designated Account, as designated by Borrower; provided, that Swing Lender shall not be obligated to make a Swing Loan if it provides at least one (1) day’s prior notice to Agent and Borrower that it elects not to make such Swing Loan. Each Swing Loan shall be deemed to be a Revolving Loan US Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansUS Advances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s 's Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Prime Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,00015,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such requested Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (iA) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (iiB) the requested Borrowing (together with all other outstanding Revolver Usage) would exceed the Availability lesser of (1) the Maximum Revolver Amount and (2) the Borrowing Base on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans Advances and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans. Immediately upon the making of a Swing Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Lender a risk participation in such Swing Loan in an amount equal to such Lender’s Pro Rata share of the amount of such Swing Loan.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,00025,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such requested Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans Advances and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,00025,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base LIBOR Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this SECTION 2.3(d) apply to a requested Borrowing as described in SECTION 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make an Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(bSECTION 2.3(d) being referred to as a “Swing Loan” "SWING LOAN" and all such Revolving Loans Advances being referred to collectively as “Swing Loans”"SWING LOANS") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available same day funds in the amount of such Borrowing to the Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan thereon shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Advance). Subject to the provisions of Section 2.3(d)(iiSECTION 2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (i) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability of Borrower on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section SECTION 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in to Borrower’s Designated Account; provided, however, the aggregate amount of such Borrowing to the Designated AccountSwing Loans at any one time outstanding shall not exceed $35,000,000. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible to be a LIBOR Rate Loan and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrowers' Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s 's Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers Subsidiary Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Subsidiary Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible for the LIBOR Option and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,00020,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance (any such Revolving Loan Advance made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Revolving Loans Advances and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,00010% of the Maximum Revolver Amount, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Canadian Designated Account or US Designated Account, as designated by Borrower; provided, that Swing Lender shall not be obligated to make a Swing Loan if it provides at least one (1) day’s prior notice to Agent and Borrower that it elects not to make such Swing Loan. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s 's Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) either (A) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0003,000,000, or (iiB) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, and (ii) the requested Revolving Loan meets the requirements of Section 2.1(a), Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate then applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In The Swing Lender may elect in its sole discretion to make Swing Loans to any Borrower solely for the Swing Lender’s own account, from time to time prior to the 2022 Revolving Termination Date up to an aggregate principal amount at any one time outstanding not to exceed the lesser of (x) the Dollar Equivalent Amount of $50,000,000 and (y) the unused amount of the Revolving Credit Commitments (“Swing Loans”). The Swing Lender may make Swing Loans (subject to the conditions precedent set forth in Sections 4.1, 4.2 and 4.4), provided that the Swing Lender has received a request in writing or, in the case of Swing Loans to the Company in Dollars only, via telephone from an Authorized Officer of such Borrower for funding of a Revolving Swing Loan no later than such time required by the Swing Lender, on the Business Day on which such Swing Loan is requested to be made. The Swing Lender shall not make any Swing Loan in the period commencing one Business Day after the Swing Lender receives written notice from the Company or a Lender that one or more of the conditions precedent contained in Section 4.4 are not satisfied and so long as ending upon the satisfaction or waiver of such condition(s). Swing Loans may be made by the Swing Lender in any freely traded currency requested by such Borrower and agreed to by the Swing Lender. Each outstanding Swing Loan shall be payable on the earlier of (i) the aggregate amount seventh Business Day after the making of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested such Swing Loan does not exceed $10,000,000, or and (ii) Swing Lenderthe 2022 Revolving Termination Date, in its sole discretion, agrees with interest at such rate to make a Swing Loan notwithstanding which the foregoing limitation, Swing Lender and such Borrower shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant agree from time to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder time, and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan interest thereon shall be payable to the Swing Lender solely for its own account. Subject Notwithstanding provisions to the provisions of contrary in this Agreement, each Revolving Credit Lender acknowledges and agrees that Swing Loans may be made under the Revolving Credit Commitment to any Borrower and each Borrower acknowledges and agrees that the availability under Section 2.3(d)(ii), Swing Lender shall not make and shall not 2.1(d) may also be obligated blocked by the Administrative Agent in an amount equal to make any the approximate anticipated Swing Loan if Swing Lender has actual knowledge that (i) one or more usage reasonably determined by the Administrative Agent with the consent of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate LoansCompany.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0005,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “"Swing Loan” " and all such Revolving Loans being referred to as “"Swing Loans”") available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s 's Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,0005,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,00010% of the Maximum Revolver Amount, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(i) apply to a requested Borrowing under the Standard Line as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b) being referred to as 2.3(i), a “"Swing Loan” " and all such Revolving Loans being referred to as “Advances, collectively, "Swing Loans”") available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account, provided that in no event shall the aggregate outstanding principal amount of the Swing Loans exceed $5,000,000. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances under the Standard Line , except that no such Swing Loan shall be eligible for the LIBOR Option and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of this Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In The Swing Lender may elect in its sole discretion to make Swing Loans to any Borrower solely for the case of a Revolving Loan and so long as Swing Lender's own account, from time to time prior to the Facility Termination Date up to an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) the aggregate Dollar Equivalent Amount of $50,000,000 and (B) the unused amount of the Revolving Credit Commitments ("Swing Loans"). The Swing Lender may make Swing Loans (subject to the conditions precedent set forth in Article IV), provided that the Swing Lender has received a request in writing or, in the case of Swing Loans made since to the last Settlement DateCompany in Dollars only, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount via telephone from an Authorized Officer of the requested such Borrower for funding of a Swing Loan does not exceed $10,000,000, or (ii) no later than such time required by the Swing Lender, in its sole discretion, agrees to make a on the Business Day on which such Swing Loan notwithstanding the foregoing limitation, is requested to be made. The Swing Lender shall not make any Swing Loan in the period commencing one Business Day after the Swing Lender receives written notice from the Company or a Revolving Loan (any Lender that one or more of the conditions precedent contained in Section 4.2 are not satisfied and ending upon the satisfaction or waiver of such Revolving Loan condition(s). Swing Loans may be made by the Swing Lender pursuant in any freely traded currency requested by such Borrower and agreed to this Section 2.3(b) being referred to as a “by the Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated AccountLender. Each outstanding Swing Loan shall be deemed payable on the Business Day following demand therefor, with interest at such rate to be a Revolving Loan hereunder which the Swing Lender and such Borrower shall agree from time to time, and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan interest thereon shall be payable to the Swing Lender solely for its own account. Subject Notwithstanding provisions to the provisions of contrary in this Agreement, each Revolving Credit Lender acknowledges and agrees that Swing Loans may be made under the Revolving Credit Commitment to any Borrower and each Borrower acknowledges and agrees that the availability under Section 2.3(d)(ii), Swing Lender shall not make and shall not 2.1.1 may also be obligated blocked by the Administrative Agent in an amount equal to make any the approximate anticipated Swing Loan if Swing Lender has actual knowledge that (i) one or more usage reasonably determined by the Administrative Agent with the consent of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate LoansCompany.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower’s Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any Participating Interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed the greater of 10% of the Maximum Revolver Amount and $10,000,00037,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. (i) In the case of a Revolving Loan request for a US Advance and so long as any of either (i) the aggregate amount of US Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to US Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan US Advance does not exceed $10,000,00010% of the Maximum Revolver Amount, or (ii) US Swing Lender, in its sole discretion, agrees shall agree to make a US Swing Loan notwithstanding the foregoing limitation, US Swing Lender shall make a Revolving Loan US Advance in the amount of such requested US Borrowing (any such Revolving Loan US Advance made solely by US Swing Lender pursuant to this Section 2.3(b2.3(b)(i) being referred to as a “US Swing Loan” and all such Revolving Loans Advances being referred to as “US Swing Loans”) available to Borrowers US Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the US Designated Account. Anything contained herein to the contrary notwithstanding, the US Swing Lender may, but shall not be obligated to, make US Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each US Swing Loan shall be deemed to be a Revolving Loan US Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any US Swing Loan shall be payable to US Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), US Swing Lender shall not make and shall not be obligated to make any US Swing Loan if US Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable US Borrowing, or (ii) the requested US Borrowing would exceed the US Availability on such Funding Date. US Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any US Swing Loan. The US Swing Loans shall be secured by US Agent’s Liens, constitute Revolving Loans US Advances and ObligationsUS Obligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans US Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this SECTION 2.3(d) apply to a requested Borrowing as described in SECTION 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(bSECTION 2.3(d) being referred to as a “Swing Loan” "SWING LOAN" and all such Revolving Loans Advances being referred to collectively as “Swing Loans”"SWING LOANS") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible for the LIBOR Option and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(iiSECTION 2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section SECTION 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan made pursuant to clause (a)(i) above and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0002,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “"Swing Loan” " and all such Revolving Loans being referred to as “"Swing Loans”") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s 's Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, Date plus the amount of the requested Swing Loan Advance does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender Lender, as a Lender, shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrowers’ Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender as a Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans. Notwithstanding the foregoing, after a Swing Loan is made and after settlement of such Swing Loan is effected in accordance with Section 2.3(e), Administrative Borrower shall have the right to request that such Swing Loan be eligible to be a LIBOR Rate Loan by exercising the LIBOR Option in accordance with Section 2.13.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) event Agent shall elect, with the aggregate amount consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Administrative Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible for the LIBOR Option and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by the Agent’s 's Liens, shall constitute Revolving Loans Advances and ObligationsObligations hereunder, and shall bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0006,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,0002,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower’s Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In Subject to the case of a Revolving Loan terms and so long as any of (i) conditions contained herein, the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, Lender agrees to that it will make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan US Advance (any such Revolving Loan US Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to US Borrowers from time to time in amounts requested by any US Borrower (or Administrative Borrower on behalf of US Borrowers) up to the Funding Date applicable thereto by transferring immediately available funds in aggregate amount outstanding equal to the Swing Loan Limit, provided, that, after giving effect to any such Swing Loan, the aggregate principal amount of the US Advances, Swing Loans and US Letter of Credit Usage outstanding at any time shall not exceed the lesser of the US Borrowing Base at such Borrowing time or Maximum US Revolver Amount at such time. Anything contained herein to the Designated Accountcontrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the US Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan US Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansUS Advances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 3.1 or 3.2 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 3.1 or 3.2 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans US Advances and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans. Upon the making of a Swing Loan, without further action by any party hereto, each US Lender shall be deemed to have irrevocably and unconditionally purchased and received from Swing Line Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Swing Loan. To the extent that there is no Settlement in accordance with Section 2.3(c) hereof, the applicable Swing Line Lender may at any time, require the applicable US Lenders to fund their participations. From and after the date, if any, on which any US Lender has funded its participation in any Swing Loan, Agent shall promptly distribute to such US Lender, not less than weekly, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Swing Loan.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,00015,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated AccountAccount no later than 2:00 p.m. (New York, New York time) on such date. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Administrative Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of (i) the aggregate outstanding amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement DateLoans, plus the amount of the requested Swing Loan Advance does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower’s Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, Date plus the amount of the requested Swing Loan Advance does not exceed $10,000,0005,000,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender Lender, as a Lender, shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrower’s Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender as a Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.3(d) apply to a requested Borrowing as described in Section 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.3(d) being referred to as a “"Swing Loan” " and all such Revolving Loans Advances being referred to collectively as “"Swing Loans”") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in to Borrower's Designated Account; provided, however, the aggregate amount of such Borrowing to the Designated AccountSwing Loans at any one time outstanding shall not exceed $25,000,000. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible to be a LIBOR Rate Loan and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0007,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “"Swing Loan” " and all such Revolving Loans being referred to as “"Swing Loans”") available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s 's Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. (i) In the case event of a Revolving Loan either (a) Agent's and Swing Lender's agreement to provide Swing Loans for so long as any of Foothill is the sole Lender hereunder, or (ib) Agent's election, with the aggregate amount consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this SECTION 2.4(d) apply to a requested Borrowing as described in SECTION 2.4(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(bSECTION 2.4(d) being referred to as a “Swing Loan” "SWING LOAN" and all such Revolving Loans Advances being referred to collectively as “Swing Loans”"SWING LOANS") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available same day funds in the amount of such Borrowing to the Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan thereon shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Advance). Subject to the provisions of Section 2.3(d)(iiSECTION 2.4(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent shall have received written notice from any Lender, or otherwise has actual knowledge knowledge, that (i1) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii2) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section SECTION 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i1) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,00010% of the Maximum Revolver Amount, or (ii1) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan denominated in US Dollars (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii1) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing ​ ​ ​ Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0003,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing (unless such condition or conditions have been waived in writing in accordance with Section 14.1), or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this SECTION 2.3(d) apply to a requested Borrowing as described in SECTION 2.3(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(bSECTION 2.3(d) being referred to as a “Swing Loan” "SWING LOAN" and all such Revolving Loans Advances being referred to collectively as “Swing Loans”"SWING LOANS") available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Administrative Borrower's Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan is an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that no such Swing Loan shall be eligible for the LIBOR Option and all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(iiSECTION 2.3(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section SECTION 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section SECTION 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan Advance does not exceed $10,000,00010% of the Maximum Revolver Amount then in effect, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan an Advance in the amount of such requested Borrowing (any such Revolving Loan Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans Advances and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances as set forth in Section 2.6(a), subject to Section 2.12. Notwithstanding anything in this Section 2.3(b) to the contrary, at any time that there is only one Lender, the Swing Lender shall not be obligated to make a Swing Loan and requested Borrowings shall be made pursuant to Section 2.3(c). Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are Base Rate Loansdesignated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) In the aggregate amount event Agent shall elect, with the consent of Swing Loans made since Lender, as a Lender, to have the last Settlement Dateterms of this Section 2.2(d) apply to a requested Borrowing as described in Section 2.2(b), minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus Lender as a Lender shall make such Advance in the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b2.2(d) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to Borrower’s Designated Account. Anything contained herein to the Designated Accountcontrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own accountaccount (and for the account of the holder of any participation interest with respect to such Swing Loan). Subject to the provisions of Section 2.3(d)(ii2.2(i), Agent shall not request Swing Lender as a Lender to make, and Swing Lender as a Lender shall not make and shall not be obligated to make make, any Swing Loan if Swing Lender Agent has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingBorrowing unless such condition has been waived, or (ii) the requested Borrowing would exceed the Availability on such Funding Date, or (iii) the requested Borrowing would cause the aggregate outstanding amount of Swing Loans to exceed $10,000,000. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making making, in its sole discretion, any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a request for a Revolving Loan (other than the initial Revolving Loan, which may not be funded by a Swing Loan) and so long as any of (i) the aggregate outstanding amount of Revolving Loans at such time does not exceed the Swing Loans made since Loan Sublimit, after giving effect to the last Settlement Date, minus all amount of collections or payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the current requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitationRevolving Loans, Swing Lender shall make a Revolving Loan Loans in the amount of such borrowing (any such Revolving Loan advance made solely by Swing Lender pursuant to this Section 2.3(b2.2(b) being referred to as a “"Swing Loan” " and all such Revolving Loans advances being referred to collectively as “"Swing Loans”") available to Borrowers on the Funding Date requested funding date applicable thereto (in lieu of any Revolving Loan that otherwise may be made by Lenders pursuant to such request) by transferring immediately available funds in the amount of such Borrowing to the Designated Account; provided, however, upon the request from Borrower Representative, the Swing Lender may advance a Swing Loan to the Borrowers on the same day as the request therefor is made so long as such request is received by Swing Lender prior to 10:00 a.m., Dallas time. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other advances of Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii2.2(c)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge reasonably believes that (i) one or more of the applicable conditions precedent set forth in Section 3 Article VI will not be satisfied or waived on the requested Funding Date for the applicable Borrowingfunding date, or (ii) the requested Borrowing borrowing would exceed the Availability on such Funding Datefunding date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 Article VI have been satisfied or waived on the Funding Date funding date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Administrative Agent’s 's Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.. LOAN AND SECURITY AGREEMENT - Page 24 DAL 79531933v13

Making of Swing Loans. In the case of a request for a Revolving Loan made pursuant to clause (a)(i) above and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,0002,500,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan -#PageNum#- made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “"Swing Loan” " and all such Revolving Loans being referred to as “"Swing Loans”") available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s 's Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In Subject to the case terms and conditions of a Revolving Loan and this Agreement, so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000125,000,000200,000,000, or (ii) the Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, the Swing Lender shall make a Revolving Loan (any such Revolving Loan made by the Swing Lender pursuant to this Section 2.3(b2.3(c) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) in Dollars available to the Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to the Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii2.3(f)(iii), the Swing Lender shall not make and shall not be obligated to make any Swing Loan if the Swing Lender has actual knowledge that (iA) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (iiB) the requested Borrowing would exceed the Excess Availability on such Funding Date. The Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s LiensLiens granted under the Loan Documents, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. (i) In addition to Section 2.3(a)(i), a US Borrower may request a US Swing Loan in Dollars, Euros or Sterling upon written request by an Authorized Person of such US Borrower, by no later than (A) Noon (Central time) with respect to a request for Base Rate Loans, on the Business Day that is the requested Funding Date, and (B) 10:00 a.m. (Central time) with respect to a request for Advances to be denominated in Euros or Sterling, at least one Business Day prior to the requested Funding Date, (and, in the case of a Revolving request for a US Advance for a US Borrowing of Base Rate Loans made pursuant to Section 2.3(a)(i) above, the applicable Borrower shall be deemed to have made a request for a Swing Loan and in Dollars) and, in the case of any request for a US Swing Loan, so long as any of as, either (i1) the aggregate amount of all Swing Loans made since the last Settlement Date, minus all the amount of Collections or payments or other amounts applied to such Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan US Advance does not exceed $10,000,000, or (ii2) US Swing Lender, in its sole discretion, agrees shall agree to make a US Swing Loan notwithstanding the foregoing limitation, US Swing Lender shall make a Revolving Loan US Advance in the amount of such US Borrowing (any such Revolving Loan US Advance made solely by US Swing Lender pursuant to this Section 2.3(b2.3(b)(i) being referred to as a “US Swing Loan” and all such Revolving Loans US Advances being referred to collectively as “US Swing Loans”) available to US Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the US Borrowers’ US Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender. Each US Swing Loan shall be deemed to be a Revolving Loan US Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansUS Advances, except that all payments (including interest) on any US Swing Loan shall be payable to US Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii2.3(d)(iii), US Swing Lender shall not make and shall not be obligated to make any US Swing Loan if US Swing Lender has actual knowledge that (ix) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable BorrowingUS Borrowing (unless waived in accordance with the terms of this Agreement), or (iiy) the requested US Borrowing would exceed the US Availability on such Funding Date. US Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any US Swing Loan. The US Swing Loans shall be secured by the Agent’s LiensLiens on the assets of the US Loan Parties, constitute Revolving Loans US Advances and ObligationsUS Obligations hereunder, and bear interest at the rate applicable Floating Rate from time to time to Revolving Loans that are Base Rate Loanstime.

Making of Swing Loans. In the case of a request for a Revolving Loan and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being referred to as “Swing Loans”) available to Borrowers Borrower on the Funding Date applicable thereto by transferring immediately available funds in the amount of such requested Borrowing to the Designated Account. Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more Lenders is a Defaulting Lender. Each Swing Loan shall be deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens, constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base Rate Loans.

Making of Swing Loans. In the case of a Revolving Loan request for an Advance and so long as any of either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, Date plus the amount of the requested Swing Loan Advance does not exceed $10,000,0001,500,000, or (ii) Swing Lender, in its sole discretion, agrees shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender Lender, as a Lender, shall make a Revolving Loan an Advance in the amount of such Borrowing (any such Revolving Loan Advance made solely by Swing Lender as a Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans Advances being referred to collectively as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds in the amount of such Borrowing to the Borrowers’ Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving LoansAdvances, except that all payments (including interest) on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender as a Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Revolving Loans and ObligationsObligations hereunder, and bear interest at the rate applicable from time to time to Revolving Loans Advances that are Base Rate Loans.