Common use of Requests for Swing Loans Clause in Contracts

Requests for Swing Loans. Borrower shall give Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on the date upon which Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders).

Requests for Swing Loans. Borrower The Company shall give Administrative the Agent prior notice (which may be written or oral) (i) no later than 12:00 Noon 2:00 p.m. (Chicago time) on the date upon which Borrower the Company requests that any Swing Loan bearing interest at the Domestic Rate plus the Applicable Margin be made, of and (ii) no later than 12:00 noon (Chicago time) on the date upon which the Company requests that any Swing Loan bearing interest at the Swing Line Bank’s Quoted Rate be made, and such notice shall include the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative The Agent shall promptly advise the Swing Line Lender Bank of any such notice received from Borrowerthe Company. After receiving such notice, the Swing Line Lender Bank shall in its discretion quote an interest rate to Borrower the Company at which the Swing Line Lender Bank would be willing to make such Swing Loan available to Borrower the Company for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderBank’s Quoted Rate”). Borrower The Company acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower the Company does not so immediately accept the Swing Line LenderBank’s Quoted Rate for the full amount requested by Borrower the Company for such Swing Loan, the Swing Line LenderBank’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Domestic Rate Loans under the Revolving Credit to the Base Domestic Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower the Company shall be deposited or otherwise wire transferred to Borrowerthe Company’s Designated Disbursement Account or as Borrowerthe Company, Administrative the Agent, and the Swing Line Lender Bank may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender Bank to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender Bank shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative the Agent or the Required LendersBanks).

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 1:00 p.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After receiving such noticeThereafter, the Swing Line Lender shall notify the Administrative Agent (who shall thereafter promptly notify the Borrower) whether or not it has elected to make such Swing Loan. If the Swing Line Lender agrees to make such Swing Loan, it may in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to the Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account an account of the Borrower maintained with the Administrative Agent or its Affiliate or as the Borrower, the Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

Requests for Swing Loans. Borrower The Borrowers shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon 10:00 a.m. (Cincinnati time) on the date upon which Borrower requests the Borrowers request that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrowerthe Borrowers. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower the Borrowers at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower the Borrowers for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does the Borrowers do not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower the Borrowers for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Borrowers on the date so requested at the offices of the Swing Line Lender may otherwise agreein Cincinnati, Ohio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. Borrower The Company, on behalf of the Borrowers, shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 3:00 p.m. (Chicago time) on the date upon which Borrower the Company requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, Loan and the Interest Period requested selected therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrowerthe Company. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower the Company at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower the Borrowers for the a given Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as the “Swing Line Lender’s Quoted Rate”). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower , and if the Company does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower the Borrowers for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effectfor the Interest Period selected by the Company. Subject to all of the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrowerthe Company’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agreeAccount. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (Agreement; provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders). No Lender shall acquire a participation in a Swing Loan pursuant to this Section 2 if an Event of Default shall have occurred and be continuing at the time such Swing Loan was made and either the Administrative Agent or the Required Lenders shall have notified the Swing Line Lender prior to the time such Swing Loan was made that such an Event of Default shall have occurred and be continuing.

Requests for Swing Loans. The applicable Borrower shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon 10:00 a.m. (Cincinnati time) on the date upon which such Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from a Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the applicable Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to such Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Each Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the applicable Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by such Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the applicable Borrower on the date so requested at the offices of the Swing Line Lender may otherwise agreein Cincinnati, Ohio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)a Borrower during any one day.

Requests for Swing Loans. Borrower The Borrowers’ Agent shall give Administrative Agent the Swing Line Lender prior notice (which may be written or oral) ), no later than 12:00 Noon 1:00 p.m. (Cincinnati time) on the date upon which Borrower the Borrowers’ Agent requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefortherefore, and, with respect to Canadian Swing Loans, the requested currency of Canadian Dollars or U.S. Dollars. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower the Borrowers’ Agent at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower the Borrowers for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does the Borrowers do not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower the Borrowers’ Agent for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and any such Swing Loan advanced in U.S. Dollars shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect, and any such Canadian Swing Loan advanced in Canadian Dollars shall bear interest at the rate per annum determined by adding the Applicable Margin for Canadian Prime Rate Loans to the Canadian Prime Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each any such Swing Loan extended to Borrower advanced in U.S. Dollars shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Borrowers on the date so requested at the offices of the Swing Line Lender may otherwise agreein Cincinnati, Ohio, and the proceeds of such Canadian Swing Loan advanced in Canadian Dollars shall be made available to the Borrowers on the date so requested at the offices of the Swing Line Lender in Cincinnati, Ohio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement Agreement, and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 2:00 p.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to the Borrower shall be deposited or otherwise wire transferred to an account of the Borrower’s Designated Disbursement Account maintained with the Administrative Agent or its Affiliate or as the Borrower, the Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

Requests for Swing Loans. (i) When the Borrower desires the Swing Loan Lender to make a Swing Loan, it shall give send to the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on and the date upon which Borrower requests that any Swing Loan be madeLender a written request (or telephonic notice, if thereafter promptly confirmed in writing) (a “Swing Loan Request”), which request shall set forth (x) the principal amount of the amount proposed Swing Loan, and (y) the proposed date of Borrowing of such Swing Loan, and, if applicable, the Interest Period requested thereforLoan (which date shall be a Business Day). Administrative Agent shall promptly advise Each such Swing Loan Request must be received by the Swing Line Loan Lender not later than 1:00 p.m. (New York time) on the proposed date of any such notice received Borrowing of the Swing Loan being requested. Each Swing Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to borrow the Swing Loan from Borrower. After receiving such noticethe Swing Loan Lender on the proposed date of Borrowing. (ii) Upon satisfaction of the applicable conditions set forth in this Agreement, at or before the close of business on the proposed date of Borrowing, the Swing Line Loan Lender shall in its discretion quote an interest rate to Borrower at which make the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for by crediting the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept amount of the Swing Line Loan to an account designated by the Borrower to the Swing Loan Lender’s Quoted Rate for ; provided that Swing Loans made to finance the full amount requested reimbursement of an LC Disbursement under any Letter of Credit as provided in Section 2.4(e) shall be remitted by Borrower for such Swing Loanthe Administrative Agent to the Issuing Lender. (iii) Notwithstanding the foregoing, the Swing Line Lender’s Quoted Rate Loan Lender shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make not advance any Swing Loans shall after it has received notice from any Lender or any Credit Party that a Default has occurred and is continuing and stating that no new Swing Loans are to be subject to all of made until such Default has been cured or waived in accordance with the terms and conditions provisions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)Agreement.

Requests for Swing Loans. U.S. Borrower shall give Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on the date upon which such Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from such Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to U.S. Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to such Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). U.S. Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If U.S. Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by such Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the U.S. Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to U.S. Borrower shall be deposited or otherwise wire transferred to such Borrower’s Designated Disbursement Account or as such Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders).

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than (x) 12:00 Noon (Chicago time) on the date upon which the Borrower requests that any Swing Loan be mademade at the Administrative Agent’s Quoted Rate and (y) 3:00 p.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan be at the Base Rate, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. If the Borrower requests a Swing Loan at the Base Rate, such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for the Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Administrative Agent, and the Swing Line Lender may otherwise agreeIllinois. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. Borrower shall give Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on the date upon which Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit Commitment to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders).

Requests for Swing Loans. The Borrower Representative shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which Borrower requests the Borrowers request that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrowerthe Borrowers. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower Representative at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower the Borrowers for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower Each of the Borrowers acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does the Borrowers do not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower the Borrowers for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower the Borrowers shall be deposited or otherwise wire transferred to Borrower’s the Borrowers’ Designated Disbursement Account or as Borrowerthe Borrower Representative, the Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 2:00 p.m. (New York City time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to the Borrower shall be deposited or otherwise wire transferred to an account of the Borrower’s Designated Disbursement Account maintained with the Administrative Agent or its Affiliate or as the Borrower, the Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

Requests for Swing Loans. Borrower The Borrowers’ Agent shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon 1:00 p.m. (Cincinnati time) on the date upon which Borrower the Borrowers’ Agent requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to Borrower the Borrowers’ Agent at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to Borrower the Borrowers for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does the Borrowers do not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by Borrower the Borrowers’ Agent for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrowers on the date so requested at the offices of the Administrative Agent in Cincinnati, Administrative Agent, and the Swing Line Lender may otherwise agreeOhio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. (i) When the Borrower shall give Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on desires the date upon which Borrower requests that any Swing Loan be madeLender to make a Swing Loan, it shall send to the Agent and the Swing Loan Lender a written request (or telephonic notice, if thereafter promptly confirmed in writing) (a “Swing Loan Request”), which request shall set forth (x) the principal amount of the amount proposed Swing Loan, and (y) the proposed date of Borrowing of such Swing Loan, and, if applicable, the Interest Period requested thereforLoan (which date shall be a Business Day). Administrative Agent shall promptly advise Each such Swing Loan Request must be received by the Swing Line Loan Lender not later than 1:00 p.m. (Boston, Massachusetts time) on the proposed date of any such notice received Borrowing of the Swing Loan being requested. Each Swing Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to borrow the Swing Loan from Borrower. After receiving such noticethe Swing Loan Lender on the proposed date of Borrowing. (ii) Upon satisfaction of the applicable conditions set forth in this Agreement, at or before the close of business on the proposed date of Borrowing, the Swing Line Loan Lender shall in its discretion quote an interest rate to Borrower at which make the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for by crediting the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept amount of the Swing Line Loan to an account designated by the Borrower to the Swing Loan Lender’s Quoted Rate for ; provided that Swing Loans made to finance the full amount requested reimbursement of an LC Disbursement under any Letter of Credit as provided in Section 2.4(c) shall be remitted by Borrower for such Swing Loanthe Agent to the Issuing Lender. (iii) Notwithstanding the foregoing, the Swing Line Lender’s Quoted Rate Loan Lender shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make not advance any Swing Loans shall after it has received notice from any Lender or any Credit Party that a Default under Section 9.1(a)(ii) or an Event of Default has occurred and is continuing and stating that no new Swing Loans are to be subject to all made until such Default or Event of Default has been cured or waived in accordance with the terms and conditions provisions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)Agreement.

Requests for Swing Loans. The Borrower Representative shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 1:00 p.m. (New York time) on the date upon which the Borrower Representative requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrowerthe Borrower Representative. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower Representative at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower the Borrowers for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptanceacceptance or rejection by the Borrower Representative in its sole discretion. If the Borrower Representative does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower Representative for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower the Borrowers shall be deposited or otherwise wire transferred to Borrower’s the Borrowers’ Designated Disbursement Account or as Borrowerthe Borrower Representative, the Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

Requests for Swing Loans. Borrower The Company shall give Administrative the Agent prior notice (which may be written or oral) (i) no later than 12:00 Noon 2:00 p.m. (Chicago time) on the date upon which Borrower the Company requests that any Swing Loan bearing interest at the Domestic Rate plus the Applicable Margin be made, of or (ii) no later than 12:00 noon (Chicago time) on the date upon which the Company requests that any Swing Loan bearing interest at the Swing Line Bank’s Quoted Rate be made, and such notice shall include the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative The Agent shall promptly advise the Swing Line Lender Bank of any such notice received from Borrowerthe Company. After receiving such notice, the Swing Line Lender Bank shall in its discretion quote an interest rate to Borrower the Company at which the Swing Line Lender Bank would be willing to make such Swing Loan available to Borrower the Company for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderBank’s Quoted Rate”). Borrower The Company acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower the Company does not so immediately accept the Swing Line LenderBank’s Quoted Rate for the full amount requested by Borrower the Company for such Swing Loan, the Swing Line LenderBank’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Domestic Rate Loans under the Revolving Credit to the Base Domestic Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower the Company shall be deposited or otherwise wire transferred to Borrowerthe Company’s Designated Disbursement Account or as Borrowerthe Company, Administrative the Agent, and the Swing Line Lender Bank may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender Bank to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender Bank shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative the Agent or the Required LendersBanks).

Requests for Swing Loans. (i) When the Borrower desires the Swing Loan Lender to make a Swing Loan, it shall give send to the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on and the date upon which Borrower requests that any Swing Loan be madeLender a written request (or telephonic notice, if thereafter promptly confirmed in writing) (a “Swing Loan Request”), which request shall set forth (x) the principal amount of the amount proposed Swing Loan, and (y) the proposed date of Borrowing of such Swing Loan, and, if applicable, the Interest Period requested thereforLoan (which date shall be a Business Day). Administrative Agent shall promptly advise Each such Swing Loan Request must be received by the Swing Line Loan Lender not later than 1:00 p.m. (New York time) on the proposed date of any such notice received Borrowing of the Swing Loan being requested. Each Swing Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to borrow the Swing Loan from Borrower. After receiving such noticethe Swing Loan Lender on the proposed date of Borrowing. (ii) Upon satisfaction of the applicable conditions set forth in this Agreement, at or before the close of business on the proposed date of Borrowing, the Swing Line Loan Lender shall in its discretion quote an interest rate to Borrower at which make the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for by crediting the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept amount of the Swing Line Loan to an account designated by the Borrower to the Swing Loan Lender’s Quoted Rate for ; provided that Swing Loans made to finance the full amount requested reimbursement of an LC Disbursement under any Letter of Credit as provided in Section 2.4(e) shall be remitted by Borrower for such Swing Loanthe Administrative Agent to the Issuing Lender. (iii) Notwithstanding the foregoing, the Swing Line Loan Lender shall not advance any Swing Loans after it has received notice from any Lender or any Credit Party that a Default has occurred and is continuing and stating that no new Swing Loans are to be made until such Default has been cured or waived in accordance with the provisions of this Agreement. (iv) Notwithstanding anything to the contrary contained in this Section 2.8 or elsewhere in this Agreement, in the event that a Lender is a Defaulting Lender, the Swing Loan Lender shall not be required to make any Swing Loan unless the Swing Loan Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swing Loan Lender’s Quoted Rate shall be deemed immediately withdrawn and risk with respect to the participation in Swing Loans by all such Defaulting Lenders (to the extent any such risk remains after the reallocation of such Defaulting Lender’s portion of such Swing Loan shall bear interest at the rate per annum determined Loans among Non-Defaulting Lenders in accordance with Section 2.9(e)), which arrangements may include by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds cash collateralizing each such Defaulting Lender’s pro rata percentage of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line made while such Defaulting Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)remains a Defaulting Lender.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) in the case of a Swing Loan to bear interest at the Administrative Agent's Quoted Rate and 2:00 p.m. (Chicago time) in the case of any other Swing Loan in each case on the date upon which the Borrower requests that any such Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, Loan and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within thirty (30) minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s "Administrative Agent's Quoted Rate”"). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If , and if the Borrower does not so immediately accept the Swing Line Lender’s Administrative Agent's Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Administrative Agent's Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to all of the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, the Borrower on the date so requested at the Administrative Agent's principal office in Chicago, and Illinois (or by wire transfer of funds pursuant to the Swing Line Lender may otherwise agreeBorrower's written instructions to the Administrative Agent). Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s "Administrative Agent's Quoted Rate”"). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Administrative Agent's Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Administrative Agent's Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Administrative Agent, and the Swing Line Lender may otherwise agreeIllinois. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s "Administrative Agent's Quoted Rate”"). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Administrative Agent's Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Administrative Agent's Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to the Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Illinois, by depositing such proceeds to the credit of the Borrower’s Designated Disbursement Account 's operating account maintained with the Administrative Agent or as Borrower, Administrative Agent, the Borrower and the Swing Line Lender Administrative Agent may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give Administrative the Agent prior notice (which may be written or oral) no later than 12:00 Noon (Cincinnati time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAgent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAgent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAgent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of the Agent in Cincinnati, Administrative Agent, and the Swing Line Lender may otherwise agreeOhio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. Borrower The Company, on behalf of the applicable Borrower, shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Company, on behalf of the applicable Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate (which shall never be less than the Administrative Agent’s cost of funds) to Borrower the Company, on behalf of the applicable Borrower, at which the Swing Line Lender would be willing to make such Swing Loan available to such Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower the Company, on behalf of the applicable Borrower, does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by such Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower the Borrowers shall be deposited or otherwise wire transferred to such Borrower’s Designated Disbursement Account or as the Company, on behalf of the relevant Borrower, the Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon 10:00 a.m. (Cincinnati time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of the Administrative Agent in Cincinnati, Administrative Agent, and the Swing Line Lender may otherwise agreeOhio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to the Borrower shall be deposited or otherwise wire transferred to the Borrower’s Designated Disbursement Account or as the Borrower, the Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Cincinnati time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of the Administrative Agent in Cincinnati, Administrative Agent, and the Swing Line Lender may otherwise agreeOhio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to the Borrower shall be deposited or otherwise wire transferred to the Borrower’s Designated Disbursement Account or as the Borrower, the Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

Requests for Swing Loans. Borrower shall give Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on the date upon which Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower Xxxxxxxx acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders).

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise notify the Swing Line Lender of any such notice received from Borrowerrequest. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and made available by the Swing Line Lender to the Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Illinois, by depositing such proceeds to the credit of the Borrower’s operating account maintained with the Administrative Agent or as the Borrower and the Administrative Agent may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. (i) When the Borrower desires the Swing Loan Lender to make a Swing Loan, it shall give send to the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on and the date upon which Borrower requests that any Swing Loan be madeLender a written request (or telephonic notice, if thereafter promptly confirmed in writing) (a "Swing Loan Request") which request shall set forth (x) the principal amount of the amount proposed Swing Loan, and (y) the proposed date of Borrowing of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise Each such Swing Loan Request must be received by the Swing Line Loan Lender not later than 1:00 p.m. (Boston, Massachusetts Time) on the proposed date of any such notice received from Borrower. After receiving such notice, Borrowing of the Swing Line Loan being requested. Each Swing Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to borrow the Swing Loan from the Swing Loan Lender on the proposed date of Borrowing. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed date of Borrowing the Swing Loan Lender shall in its discretion quote an interest rate to Borrower at which make the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for by crediting the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept amount of the Swing Line Loan to the Borrower's account with the Swing Loan Lender’s Quoted Rate for the full amount requested by Borrower for such Swing Loan. (ii) On each Business Day, the Swing Line Lender’s Quoted Rate Loan Lender shall be deemed immediately withdrawn and such determine the balance of the Borrower's account with the Swing Loan shall bear interest Lender at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit 3:00 p.m. (Boston, Massachusetts Time), and to the Base Rate as from time extent any such account would otherwise be overdrawn, the Borrower hereby authorizes the Swing Loan Lender to time make a Swing Loan. Upon satisfaction of the applicable conditions set forth in effect. Subject this Agreement, at or before the close of business on such date on such Business Day the Swing Loan Lender shall make the Swing Loan available to the terms and conditions hereof, Borrower by crediting the proceeds of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking amount of the Swing Line Loan to the Borrower's account with the Swing Loan Lender. (iii) Notwithstanding the foregoing, the Swing Loan Lender to make shall not advance any Swing Loans shall after it has received notice from any Lender or any Credit Party that a Default has occurred and stating that no new Swing Loans are to be subject to all of made until such Default has been cured or waived in accordance with the terms and conditions provisions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)Agreement.

Requests for Swing Loans. The Borrower shall give the Swing Lender and the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as the “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to the Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Illinois, by depositing such proceeds to the credit of the Borrower’s Designated Disbursement Account operating account maintained with the Administrative Agent or as the Borrower, Administrative Agent, the Swing Lender and the Swing Line Lender Administrative Agent may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance the making of any a Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or and the Required Lenders)) and (ii) the Swing Lender shall not be obligated to make more than one Swing Loan during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon (Cincinnati time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of the Administrative Agent in Cincinnati, Administrative Agent, and the Swing Line Lender may otherwise agreeOhio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. Each Borrower shall give Administrative the Agent prior notice (which may be written or oral) notice, no later than 12:00 Noon 10:00 a.m. (Cincinnati time) on the date upon which such Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Agent shall in its discretion quote an interest rate to such Borrower at which the Swing Line Lender Agent would be willing to make such Swing Loan available to such Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAgent’s Quoted Rate”). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If a Borrower does not so immediately accept the Swing Line LenderAgent’s Quoted Rate for the full amount requested by such Borrower for such Swing Loan, the Swing Line LenderAgent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the that are Revolving Credit Loans to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstandingnotwithstanding and without limitation thereof, the undertaking Agent shall not be obligated to make more than one Swing Loan during any one day. As an accommodation to Borrowers, Agent may permit telephone requests for Swing Loans, which the Borrowers shall promptly confirm in writing. Unless a Borrower specifically directs Agent in writing not to accept or act upon telephonic communications from such Borrower, Agent shall have no liability to Borrowers for any loss or damage suffered by a Borrower as a result of Agent’s honoring in good faith of any requests, execution of any instructions or authorizations communicated to it telephonically and Agent shall have no duty to verify the origin of any such communication or the authority of the Person making it. Each Borrower hereby irrevocably authorizes Agent to disburse the proceeds of each Swing Line Lender to make Swing Loans Loan as follows: such proceeds shall be subject to all disbursed by Agent in lawful money of the terms United States of America in immediately available funds, by wire transfer or Automated Clearing House (ACH) transfer to such bank account as may be agreed upon by the Borrowers and conditions of this Agreement (provided that Agent from time to time, or elsewhere if pursuant to a written direction from the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)Borrowers.

Requests for Swing Loans. The Borrower shall give Administrative Agent Xxxxxx prior notice (which may be written or oral) no later than 12:00 Noon 3:00 p.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, Loan and the Interest Period requested selected therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Xxxxxx shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Xxxxxx would be willing to make such Swing Loan available to the Borrower for the a given Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Xxxxxx’ Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If , and if the Borrower does not so immediately accept the Swing Line Lender’s Xxxxxx’ Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Xxxxxx’ Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effectfor the Interest Period selected by the Borrower. Subject to all of the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of Xxxxxx in Chicago, Administrative Agent, and the Swing Line Lender may otherwise agreeIllinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Xxxxxx to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that the Swing Line Lender ii) Xxxxxx shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon 1:00 p.m. (Eastern Standard Time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of the Administrative Agent in Cincinnati, Administrative Agent, and the Swing Line Lender may otherwise agreeOhio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. Borrower (i) When the Borrowers desire the Swing Loan Lender to make a Swing Loan, CML shall give send to the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on and the date upon which Borrower requests that any Swing Loan be madeLender a written request (or telephonic notice, if thereafter promptly confirmed in writing) (a "SWING LOAN REQUEST"), which request shall set forth (x) the principal amount of the amount proposed Swing Loan, and (y) the proposed date of Borrowing of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise Each such Swing Loan Request must be received by the Swing Line Loan Lender not later than 1:00 p.m. (Boston, Massachusetts time) on the proposed date of any such notice received from Borrower. After receiving such notice, Borrowing of the Swing Line Loan being requested. Each Swing Loan Request shall be irrevocable and binding on the Borrowers and shall obligate the Borrowers to borrow the Swing Loan from the Swing Loan Lender on the proposed date of Borrowing. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed date of Borrowing the Swing Loan Lender shall in its discretion quote an interest rate to Borrower at which make the Swing Line Lender would be willing to make such Swing Loan available to Borrower for the Interest Period so requested (Borrowers by crediting the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept amount of the Swing Line Loan to the Borrowers' account with the Swing Loan Lender’s Quoted Rate for the full amount requested by Borrower for such Swing Loan. (ii) On each Business Day, the Swing Line Loan Lender shall determine the balance of the Borrowers' accounts with the Swing Loan Lender at 3:00 p.m. (Boston, Massachusetts time), and to the extent any such account would otherwise be overdrawn, the Borrowers hereby authorize the Swing Loan Lender to make a Swing Loan. Upon satisfaction of the applicable conditions set forth in this Agreement, at or before the close of business on such date on such Business Day the Swing Loan Lender shall make the Swing Loan available to the Borrowers by crediting the amount of the Swing Loan to the Borrowers' account with the Swing Loan Lender’s Quoted Rate . (iii) On any Business Day on which the Swing Loan Lender shall be deemed immediately withdrawn and required to pay any amount to any Person with respect to any indemnification required to be given by such Swing Loan shall bear interest at Lender as a condition of release of any of the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Existing Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereofAgreements, the proceeds of each Borrowers hereby authorize the Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make a Swing Loan and to reimburse itself from the proceeds thereof. (iv) Notwithstanding the foregoing, the Swing Loan Lender shall not advance any Swing Loans shall after it has received notice from any Lender or any Credit Party that a Default has occurred and stating that no new Swing Loans are to be subject to all of made until such Default has been cured or waived in accordance with the terms and conditions provisions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)Agreement.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 2:00 p.m. (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender shall may in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as the “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Borrower on the date so requested at the offices of the Swing Line Lender may otherwise agreein Chicago, Illinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (Agreement; provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an not advance of any Swing Loan if it shall have been satisfied unless notified received prior to 2:00 p.m. on the contrary by date of the proposed Swing Loan Borrowing a notice from the Administrative Agent or the Required Lenders)Lenders that one or more of the conditions precedent contained in Section 7.2 hereof is not then satisfied.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon 10:00 a.m. (Cincinnati time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After Within thirty (30) minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Borrower on the date so requested at the offices of the Swing Line Lender may otherwise agreein Cincinnati, Ohio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If , and if the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time provided in effectSection 1.7(b)(i) above. Subject to all of the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited made available to the Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Illinois (or otherwise by wire transferred transfer of funds pursuant to Borrower’s Designated Disbursement Account or as Borrower, the written instructions of the Borrower to the Administrative Agent, Agent and the Swing Line Lender may otherwise agreeLender). Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance the making of any a Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders)) and (ii) the Swing Line Lender shall not be obligated to make more than one Swing Loan during any one day.

Requests for Swing Loans. (i) When the Borrower desires the Swing Loan Lender to make a Swing Loan, it shall give send to the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on and the date upon which Borrower requests that any Swing Loan be madeLender a written request (or telephonic notice, if thereafter promptly confirmed in writing) (a “Swing Loan Request”), which request shall set forth (x) the principal amount of the amount proposed Swing Loan, and (y) the proposed date of Borrowing of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise Each such Swing Loan Request must be received by the Swing Line Loan Lender not later than 1:00 p.m. (Boston, Massachusetts Time) on the proposed date of any such notice received from Borrower. After receiving such notice, Borrowing of the Swing Line Loan being requested. Each Swing Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to borrow the Swing Loan from the Swing Loan Lender on the proposed date of Borrowing. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed date of Borrowing the Swing Loan Lender shall in its discretion quote an interest rate to Borrower at which make the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for by crediting the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept amount of the Swing Line Loan to the Borrower’s account with the Swing Loan Lender’s Quoted Rate for the full amount requested by Borrower for such Swing Loan. (ii) On each Business Day, the Swing Line LenderLoan Lender shall determine the balance of the Borrower’s Quoted Rate shall be deemed immediately withdrawn and such account with the Swing Loan shall bear interest Lender at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit 3:00 p.m. (Boston, Massachusetts Time), and to the Base Rate as from time extent any such account would otherwise be overdrawn, the Borrower hereby authorizes the Swing Loan Lender to time make a Swing Loan. Upon satisfaction of the applicable conditions set forth in effect. Subject this Agreement, at or before the close of business on such date on such Business Day the Swing Loan Lender shall make the Swing Loan available to the terms and conditions hereof, Borrower by crediting the proceeds of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking amount of the Swing Line Loan to the Borrower’s account with the Swing Loan Lender. (iii) Notwithstanding the foregoing, the Swing Loan Lender to make shall not advance any Swing Loans shall after it has received notice from any Lender or any Credit Party that a Default has occurred and stating that no new Swing Loans are to be subject to all of made until such Default has been cured or waived in accordance with the terms and conditions provisions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)Agreement.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 2:00 p.m. (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Administrative Agent, and the Swing Line Lender may otherwise agreeIllinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. Borrower RC2 Brands, on behalf of the applicable Borrower, shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate (which shall never be less than the Administrative Agent’s cost of funds) to Borrower RC2 Brands, on behalf of the applicable Borrower, at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to such Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender"Administrative Agent’s Quoted Rate”"). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower RC2 Brands, on behalf of the applicable Borrower, does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the applicable Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe applicable Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Administrative Agent, and the Swing Line Lender may otherwise agreeIllinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement Agreement, and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon 1:00 p.m. (Cincinnati time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Borrower on the date so requested in an account of the Borrower maintained with the Swing Line Lender may otherwise agreeLender. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give Administrative Agent prior Harrxx xxxor notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, Loan and the Interest Period requested selected therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within thirty (30) minutes after receiving such notice, the Swing Line Lender shall Harrxx xxxll in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would Harrxx xxxld be willing to make such Swing Loan available to the Borrower for the a given Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted "Harrxx' Xxoted Rate”"). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If , and if the Borrower does not so immediately accept the Swing Line Lender’s Quoted Harrxx' Xxoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Harrxx' Xxoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding sum of the Applicable Margin for Base plus the Domestic Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to all of the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of the Agent in Chicago, Administrative Agent, and the Swing Line Lender may otherwise agreeIllinois. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender to Harrxx xx make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that the Swing Line Lender shall ii) Harrxx xxxll not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. Borrower The Company, on behalf of the Borrowers, shall give Administrative Agent the Swing Line Lender prior notice (which may be written or oral) no later than 12:00 Noon 3:00 p.m. (Chicago time) on the date upon which Borrower the Company requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, Loan and the Interest Period requested selected therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower the Company at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower the Borrowers for the a given Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as the “Swing Line Lender’s Quoted Rate”). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower , and if the Company does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower the Borrowers for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effectfor the Interest Period selected by the Company. Subject to all of the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Company on the date so requested at the offices of the Swing Line Lender may otherwise agreein Chicago, Illinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (i) 11:30 a.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan bearing interest at the Administrative Agent’s Quoted Rate be made, and (ii) 3:00 p.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan that is a Base Rate Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to the Borrower on the date so requested, by depositing such proceeds to the credit of the Borrower’s Designated Disbursement Account operating account maintained with the Administrative Agent or as Borrower, Administrative Agent, and the Swing Line Lender Borrower may otherwise agreedirect. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “"Swing Line Lender’s 's Quoted Rate”"). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s 's Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s 's Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to the Borrower shall be deposited or otherwise wire transferred to the Borrower’s 's Designated Disbursement Account or as the Borrower, the Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

Requests for Swing Loans. Borrower shall give Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on the date upon which Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower Xxxxxxxx acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders).to

Requests for Swing Loans. Borrower RCE, on behalf of the applicable Borrower, shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate (which shall never be less than the Administrative Agent's cost of funds) to Borrower RCE, on behalf of the applicable Borrower, at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to such Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s "Administrative Agent's Quoted Rate”"). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower RCE, on behalf of the applicable Borrower, does not so immediately accept the Swing Line Lender’s Administrative Agent's Quoted Rate for the full amount requested by the applicable Borrower for such Swing Loan, the Swing Line Lender’s Administrative Agent's Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe applicable Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Administrative Agent, and the Swing Line Lender may otherwise agreeIllinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement Agreement, and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 1:00 p.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to the Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Illinois, by depositing such proceeds to the credit of the Borrower’s Designated Disbursement Account operating account maintained with the Administrative Agent or as Borrower, Administrative Agent, the Borrower and the Swing Line Lender Administrative Agent may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan shall have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. therefor and the Administrative Agent shall promptly advise notify the Swing Line Lender of any such notice received from Borrowerrequest. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to the Borrower on the date so requested by depositing such proceeds to the credit of the Borrower’s Designated Disbursement Account operating account maintained with the Administrative Agent or its Affiliate or as Borrower, Administrative Agent, the Borrower and the Swing Line Lender Administrative Agent may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to the Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Illinois, by depositing such proceeds to the credit of the Borrower’s Designated Disbursement Account operating account maintained with the Administrative Agent or as Borrower, Administrative Agent, the Borrower and the Swing Line Lender Administrative Agent may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) , but if oral, promptly confirmed in writing), no later than 12:00 Noon 10:00 a.m. (Cincinnati time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Borrower on the date so requested at the offices of the Swing Line Lender may otherwise agreein Cincinnati, Ohio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. Except with respect to Alternative Currency Loans, which are governed by Section 1.7(d), the Borrower shall give Administrative the Agent prior notice (which may be written or oral) no later than 12:00 Noon 1:00 p.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative The Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding sum of the Applicable Margin for Base Rate Loans under the Revolving Credit to plus the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of the Agent in Chicago, Administrative Agent, and the Swing Line Lender may otherwise agreeIllinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon noon (Cincinnati time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise made available to the Borrower by wire transferred transfer to an account designated by the Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give Administrative Agent LaSalle prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, Loan and, if applicable, the interest period selected therefor (the "Quoted Interest Period requested thereforPeriod"). Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within one hundred twenty (120) minutes after receiving such notice, the Swing Line Lender LaSalle shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender LaSalle would be willing to make such Swing Loan available to the Borrower for the Quoted Interest Period so requested (the rate so quoted for a given the Quoted Interest Period being herein referred to as “Swing Line Lender’s the "Quoted Rate”"). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If , and if the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to all of the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower no later than 3:00 p.m. (Chicago time) on the date so requested in funds immediately available at the principal office of LaSalle in Chicago, Administrative Agent, and the Swing Line Lender may otherwise agreeIllinois. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender LaSalle to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that the Swing Line Lender ii) LaSalle shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to during any one day. LaSalle shall promptly notify the contrary by Administrative Agent, and the Administrative Agent shall thereafter notify each Bank, of each Swing Loan and the amount of each Swing Loan made since the last notice. The Borrower agrees that LaSalle may rely on any such telephonic or telecopy notice given by any person LaSalle in good faith believes is an authorized representative of the Required Lenders)Borrower without the necessity of independent investigation, and in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if LaSalle has acted in reliance thereon.

Requests for Swing Loans. Borrower The Company, on behalf of the applicable Borrower, shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 2:00 p.m. (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrowerthe Company. After Within 30 minutes after receiving such notice, the Swing Line Lender shall may in its discretion quote an interest rate to Borrower the Company at which the Swing Line Lender would be willing to make such Swing Loan available to the applicable Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as the “Swing Line Lender’s Quoted Rate”). Borrower The Company acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower the Company does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower the Company for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the applicable Borrower on the date so requested at the offices of the Swing Line Lender may otherwise agreein Chicago, Illinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (Agreement; provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an not advance of any Swing Loan if it shall have been satisfied unless notified received prior to 2:00 p.m. on the contrary by date of the proposed Swing Loan Borrowing a notice from the Administrative Agent or the Required Lenders)Lenders that one or more of the conditions precedent contained in Section 7.2 hereof is not then satisfied.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s "Administrative Agent's Quoted Rate”"). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Administrative Agent's Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Administrative Agent's Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Administrative Agent, and the Swing Line Lender may otherwise agreeIllinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon 2:00 p.m. on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote Swing Line Lender’s Quoted Rate is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Borrower on the date so requested at the offices of the Swing Line Lender may otherwise agreeLender. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 2:00 p.m. (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender shall may in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Borrower on the date so requested at the offices of the Swing Line Lender may otherwise agreein Chicago, Illinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (Agreement; provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an not advance of any Swing Loan if it shall have been satisfied unless notified received prior to 2:00 p.m. on the contrary by date of the proposed Swing Loan Borrowing a notice from the Administrative Agent or the Required Lenders)Lenders that one or more of the conditions precedent contained in Section 7.2 hereof is not then satisfied.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon 2:00 p.m. on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote Swing Line Lxxxxx’s Quoted Rate is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Borrower on the date so requested at the offices of the Swing Line Lender may otherwise agreeLender. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. Borrower The Company, on behalf of the Borrowers, shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 3:00 p.m. (Chicago time) on the date upon which Borrower the Company requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, Loan and the Interest Period requested selected therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrowerthe Company. After Within 30 minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower the Company at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower the Borrowers for the a given Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as the “Swing Line Lender’s Quoted Rate”). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower , and if the Company does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower the Borrowers for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effectfor the Interest Period selected by the Company. Subject to all of the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Company on the date so requested at the offices of the Swing Line Lender may otherwise agreein Chicago, Illinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (Agreement; provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders). No Lender shall acquire a participation in a Swing Loan pursuant to this Section 2 if an Event of Default shall have occurred and be continuing at the time such Swing Loan was made and either the Administrative Agent or the Required Lenders shall have notified the Swing Line Lender prior to the time such Swing Loan was made that such an Event of Default shall have occurred and be continuing.

Requests for Swing Loans. Borrower RCI, on behalf of the applicable Borrower, shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to Borrower RCI, on behalf of the applicable Borrower, at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to such Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s "Administrative Agent's Quoted Rate”"). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower RCI, on behalf of the applicable Borrower, does not so immediately accept the Swing Line Lender’s Administrative Agent's Quoted Rate for the full amount requested by the applicable Borrower for such Swing Loan, the Swing Line Lender’s Administrative Agent's Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrowerthe applicable Borrower on the date so requested at the offices of the Administrative Agent in Chicago, Administrative Agent, and the Swing Line Lender may otherwise agreeIllinois. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement Agreement, and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. (i) When the Borrower desires the Swing Loan Lender to make a Swing Loan, it shall give send to the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on and the date upon which Borrower requests that any Swing Loan be madeLender a written request (or telephonic notice, if thereafter promptly confirmed in writing) (a "SWING LOAN REQUEST"), which request shall set forth (x) the principal amount of the amount proposed Swing Loan, and (y) the proposed date of Borrowing of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise Each such Swing Loan Request must be received by the Swing Line Loan Lender not later than 1:00 p.m. (Boston, Massachusetts Time) on the proposed date of any such notice received from Borrower. After receiving such notice, Borrowing of the Swing Line Loan being requested. Each Swing Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to borrow the Swing Loan from the Swing Loan Lender on the proposed date of Borrowing. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed date of Borrowing the Swing Loan Lender shall in its discretion quote an interest rate to Borrower at which make the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for by crediting the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept amount of the Swing Line Loan to the Borrower's account with the Swing Loan Lender’s Quoted Rate for the full amount requested by Borrower for such Swing Loan. (ii) On each Business Day, the Swing Line Lender’s Quoted Rate Loan Lender shall be deemed immediately withdrawn and such determine the balance of the Borrower's account with the Swing Loan shall bear interest Lender at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit 3:00 p.m. (Boston, Massachusetts Time), and to the Base Rate as from time extent any such account would otherwise be overdrawn, the Borrower hereby authorizes the Swing Loan Lender to time make a Swing Loan. Upon satisfaction of the applicable conditions set forth in effect. Subject this Agreement, at or before the close of business on such date on such Business Day the Swing Loan Lender shall make the Swing Loan available to the terms and conditions hereof, Borrower by crediting the proceeds of each Swing Loan extended to Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking amount of the Swing Line Loan to the Borrower's account with the Swing Loan Lender. (iii) Notwithstanding the foregoing, the Swing Loan Lender to make shall not advance any Swing Loans shall after it has received notice from any Lender or any Credit Party that a Default has occurred and stating that no new Swing Loans are to be subject to all of made until such Default has been cured or waived in accordance with the terms and conditions provisions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)Agreement.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (Chicago time) in the case of a Swing Loan to bear interest at the Administrative Agent’s Quoted Rate and 2:00 p.m. (Chicago time) in the case of any other Swing Loan in each case on the date upon which the Borrower requests that any such Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, Loan and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within thirty (30) minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If , and if the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to all of the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited made available to the Borrower on the date so requested at the Administrative Agent’s principal office in Chicago, Illinois (or otherwise by wire transferred transfer of funds pursuant to the Borrower’s Designated Disbursement Account or as Borrower, written instructions to the Administrative Agent, and the Swing Line Lender may otherwise agree). Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower Representative shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 1:00 p.m. (Chicago time) on the date upon which the Borrower Representative requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrowerthe Borrower Representative. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower Representative at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower the Borrowers for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptanceacceptance or rejection by the Borrower Representative in its sole discretion. If the Borrower Representative does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower Representative for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each Swing Loan extended to Borrower the Borrowers shall be deposited or otherwise wire transferred to Borrower’s the Borrowers’ Designated Disbursement Account or as Borrowerthe Borrower Representative, the Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders).

Requests for Swing Loans. (i) When the Borrower desires the Swing Loan Lender to make a Swing Loan, the Borrower shall give send to the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on and the date upon which Borrower requests that any Swing Loan Lender a written request (or telephonic notice, if thereafter promptly confirmed in writing) (a "Swing Loan Request"), which request shall set forth (x) whether such Swing Loan will be madein Dollars or a designated Alternative Currency, (y) the principal amount of the amount proposed Swing Loan, and (z) the proposed date of Borrowing of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise Each such Swing Loan Request must be received by the Swing Line Loan Lender of any at its London Office or at such notice received from Borrower. After receiving such notice, other office as designated by the Swing Line Loan Lender in writing not later than 1:00 p.m. (London time) or 10:00 a.m. EST or EDT for any designated office in the United States on the proposed date of Borrowing of the Swing Loan being requested. Each Swing Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to borrow the Swing Loan from the Swing Loan Lender on the proposed date of Borrowing. Upon satisfaction of the applicable conditions set forth in this Agreement, on the proposed date of Borrowing the Swing Loan Lender shall in its discretion quote an interest rate to Borrower at which make the Swing Line Lender would be willing to make such Swing Loan available to the Borrower, subject to the availability of the Alternative Currency requested, by crediting the amount of the Swing Loan to the Borrower's account with the Swing Loan Lender or such account as may be designated by the Borrower for the Interest Period so requested Dollars or such Alternative Currency. (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower for such Swing Loanii) On each Business Day, the Swing Line Loan Lender shall determine the balance of the Consolidated Group's accounts with the Swing Loan Lender at 3:00 p.m. (London time), and to the extent any such account would otherwise be overdrawn, the Borrower hereby authorizes the Swing Loan Lender to make a Swing Loan to the Borrower for purposes of covering such overdraft. Upon satisfaction of the applicable conditions set forth in this Agreement, at or before the close of business on such Business Day the Borrower irrevocably instructs the Swing Loan Lender to make the proceeds of the Swing Loan available to the applicable member of the Consolidated Group by crediting the amount of the Swing Loan to the applicable account with the Swing Loan Lender’s Quoted Rate ; provided that the Borrower shall be deemed immediately withdrawn and remain liable for each such Swing Loan shall bear interest at made to cover any overdraft of any member of the rate per annum determined by adding Consolidated Group. (iii) Notwithstanding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereofforegoing, the proceeds of each Swing Loan extended to Lender shall not advance any Swing Loans after it has received notice from any Lender or the Borrower shall be deposited or otherwise wire transferred to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, that a Default has occurred and the Swing Line Lender may otherwise agree. Anything contained (in the foregoing to the contrary notwithstanding, the undertaking case of the Swing Line Lender to make any Lender) stating that no new Swing Loans shall are to be subject to all of made until such Default has been cured or waived in accordance with the terms and conditions provisions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)Agreement.

Requests for Swing Loans. Borrower The Borrowers’ Agent shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon 10:00 a.m. (Cincinnati time) on the date upon which Borrower requests the Borrowers request that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrowerthe Borrowers’ Agent. After Within thirty (30) minutes after receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower the Borrowers’ Agent at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower the Borrowers for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). Borrower acknowledges The Borrowers acknowledge and agrees agree that the interest rate quote is given for immediate and irrevocable acceptance. If Borrower the Borrowers’ Agent does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by Borrower the Borrowers for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Borrowers on the date so requested at the offices of the Swing Line Lender may otherwise agreein Cincinnati, Ohio. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon (i) 11:30 a.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan bearing interest at the Swing Line Lender’s Quoted Rate be made, and (ii) 3:00 p.m. (Chicago time) on the date upon which the Borrower requests that any Swing Loan that is a Base Rate Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to the Borrower on the date so requested, by depositing such proceeds to the credit of the Borrower’s Designated Disbursement Account operating account maintained with the Administrative Agent or as Borrower, Administrative Agent, and the Swing Line Lender Borrower may otherwise agreedirect. Anything contained in the foregoing to the contrary notwithstanding, (i) the undertaking obligation of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. The Borrower shall give the Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon 1:00 p.m. (New York time) on the date upon which the Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended to Borrower shall be deposited or otherwise wire transferred made available to the Borrower on the date so requested at such account with such financial institution as the Administrative Agent has previously agreed to with the Borrower’s Designated Disbursement Account or as Borrower, Administrative Agent, and the Swing Line Lender may otherwise agree. Anything contained in the foregoing to the contrary notwithstanding, notwithstanding (i) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that ii) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.

Requests for Swing Loans. (i) Except as provided in clause (ii) below, the Borrower shall give the Administrative Agent prior notice (which may be written or oral) ), no later than 12:00 Noon noon (Cincinnati time) on the date upon which the Borrower requests that any Swing Loan be mademade or such later time as may be acceptable to the Administrative Agent, in its reasonable discretion, of the amount and date of such Swing Loan, and, if applicable, and the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After Within 30 minutes after receiving such notice, the Swing Line Lender Administrative Agent shall in its discretion quote an interest rate to the Borrower at which the Swing Line Lender Administrative Agent would be willing to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line LenderAdministrative Agent’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line LenderAdministrative Agent’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line LenderAdministrative Agent’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect. Subject to the terms and conditions hereof, the proceeds of each such Swing Loan extended shall be made available to the Borrower by wire transfer to an account designated by the Borrower. (ii) Notwithstanding clause (i) above, in the event that there is a negative balance at the end of any Business Day in the Borrower’s “concentration” account that it maintains with the Administrative Agent, the Borrower shall be deposited deemed to have requested (without the necessity of any formal or otherwise wire transferred written notice), and, subject to Borrower’s Designated Disbursement Account or as Borrowerthe first sentence of Section 2.11(a) hereof, the Administrative AgentAgent shall make, and a Swing Loan in the Swing Line Lender may otherwise agreeamount of such negative balance. Anything contained in the foregoing this Section 2.11(c) to the contrary notwithstanding, (x) the undertaking obligation of the Swing Line Lender Administrative Agent to make Swing Loans shall be subject to all of the terms and conditions of this Agreement and (provided that y) the Swing Line Lender Administrative Agent shall not be entitled obligated to assume that the conditions precedent to an advance of any make more than one Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders)during any one day.