Common use of Swing Line Loans Clause in Contracts

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each U.K. Swing Line Loan shall be an ABR Loanpaid in full by the relevant Global Borrower on or before the date that is the last day of the Interest Period applicable to such U.K. Swing Line Loan and shall be prepaid if required in connection with the provisions of Section 2.3(B)(iii). Within Outstanding U.K. Swing Line Loans may be repaid from the foregoing limits and proceeds of Syndicated Global Advances. Any repayment or prepayment of a U.K. Swing Line Loan shall be accompanied by accrued interest thereon and, subject to Section 2.9.3(a), shall be in the terms and conditions set forth herein, minimum amount of $50,000 or the Borrower may borrow, prepay and reborrow Equivalent Amount in the relevant U.K. Swing Line Loans. To request a Currency (or such lesser amount as may be agreed to by the Global Swing Line Loan, Lender) and in increments of $50,000 or the Borrower shall notify Equivalent Amount in the Administrative Agent relevant U.K. Swing Line Currency (or such lesser amount as may be agreed to by the Global Swing Line Lender) in excess thereof or the full amount of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed U.K. Swing Line Loan. Each such notice Any prepayment or repayment of a U.K. Swing Line Loan other than at the end of the applicable Interest Period shall be irrevocable for the full amount thereof and shall specify be accompanied by all amounts payable pursuant to Section 3.4. If any Global Borrower at any time fails to repay a U.K. Swing Line Loan on the requested applicable date (when due, such Borrower shall be deemed to have elected to borrow a Syndicated Global Advance which shall be a Business Day) and Eurocurrency Rate Advance in the applicable Agreed Currency under Section 2.1 as of such date equal in amount to the unpaid amount of such U.K. Swing Line Loan (notwithstanding the requested minimum amount of Eurocurrency Rate Advances). The proceeds of any such Advance shall be used to repay such U.K. Swing Line Loan. The Unless the Global Administrative Agent will promptly advise upon the request of or with the consent of the Required Lenders shall have notified the Global Swing Line Lender of any prior to such notice received from the Borrower. The Global Swing Line Lender shall make each making any U.K. Swing Line Loan available that the applicable conditions precedent set forth in Article IV have not then been satisfied, each Syndicated Global Lender’s obligation to the Borrower by means of a credit make Syndicated Global Loans pursuant to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Section 2.1 and this Section 2.9.3(d) to repay such U.K. Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)shall be unconditional, by remittance to the Issuing Lender) by 3:00 p.m.continuing, New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely irrevocable and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including the inability of any Borrower to satisfy the conditions precedent set forth in Article IV or the occurrence and or continuance of a Default or reduction or termination Default. In the event that any Syndicated Global Lender fails to make payment to the Global Administrative Agent of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation amount due under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders2.9.3(d), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Global Administrative Agent shall be promptly remitted by entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Syndicated Global Lender hereunder until the Global Administrative Agent receives such payment from such Syndicated Global Lender or such obligation is otherwise fully satisfied. In addition to the Revolving Lenders that shall have made their payments pursuant foregoing, if for any reason any Syndicated Global Lender fails to this paragraph and make payment to the Global Administrative Agent of any amount due under this Section 2.9.3(d), such Syndicated Global Lender shall be deemed, at the option of the Global Administrative Agent, to have unconditionally and irrevocably purchased from the Global Swing Line Lender, as their interests may appear. The purchase of participations without recourse or warranty, an undivided interest in a and participation in the applicable U.K. Swing Line Loan in the amount of the Syndicated Global Loan such Syndicated Global Lender was required to make pursuant to this paragraph shall not relieve Section 2.9.3(d), and such interest and participation may be recovered from such Syndicated Global Lender together with interest thereon at (1) the Borrower of any default Federal Funds Effective Rate in the payment thereofcase of Loans denominated in Dollars and (2) the Overnight Foreign Currency Rate in the case of Loans denominated in any other U.K. Swing Line Currency, in each case for each day during the period commencing on the date of demand by the Global Administrative Agent and ending on the date such obligation is fully satisfied.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within three Business Days) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to on or before 11:00 a.m., New York time, on a Business Day, the Borrower may from time to time during irrevocably request that Swing Line Loans be made by the Revolving Availability Period Swing Line Lender in an aggregate minimum principal amount at any time outstanding of $200,000 and an integral multiple of $100,000. Each request by the Borrower for a Swing Line Loan shall constitute a representation and warranty by the Borrower that will on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in Section 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not result be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by its close of business on the Business Day telephonic notice is received by it as provided in the preceding sentences, to the Borrower by wire transfer to the accounts the Borrower shall have specified in its notice therefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four full Business Days or (ii) after giving effect to any request for a Swing Line Loan or a Revolving Loan the aggregate principal amount of outstanding Revolving Loans and Swing Line Loans exceeding $10,000,000 or (ii) outstanding to the total Swing Line Lender, together with the Swing Line Lender’s Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender’s Percentage of the Revolving Exposures exceeding Loan Commitment Amount, the total Swing Line Lender, at any time in its sole and absolute discretion may request each Lender that has a Revolving Commitments; provided that Loan Commitment, and each such Lender, including the Swing Line Lender shall not be required hereby agrees, to make a Revolving Loan (which shall always be initially funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the amount of the Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans (“Refunded Swing Line Loans”) outstanding on the date such notice is given. To On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request a to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Loan, the Borrower Lender) shall notify deposit in an account specified by the Administrative Agent of to the Lenders from time to time the amount so requested in same day funds, whereupon such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice funds shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available immediately delivered to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in and not the case of a Borrower) and applied to repay the Refunded Swing Line Loan made to finance Loans. On the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice day such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesLoans are made, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the Refunded Swing Line Loans shall be deemed to be paid. Upon the making of any Revolving Loan pursuant to this paragraph is clause, the amount so funded shall become due under such Lender’s Revolving Note and shall no longer be owed under the Swing Line Note. Each Lender’s obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Obligor, subsequent to the date of the making of a Default Swing Line Loan; (iv) the acceleration or reduction maturity of any Loans or the termination of the CommitmentsRevolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by the Borrower, and any other Obligor or any other Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that each such payment shall be made without (i) the Borrower or any offset, abatement, withholding Subsidiary is subject to any bankruptcy or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner insolvency proceedings as provided in Section 2.05 9.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with respect a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to Loans made such Lender’s Percentage of any Swing Line Loan otherwise required to be repaid by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, pursuant to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay preceding clause by paying to the Swing Line Lender on the amounts so received by it from the date on which such Lender would otherwise have been required to make a Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender’s Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the Administrative Agent preceding clause. From and not to after the Swing Line Lender. Any amounts received by the Swing Line date on which any Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations purchases an undivided participation interest in a Swing Line Loan pursuant to this paragraph clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to the Borrower, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not relieve be obligated to make any Swing Line Loans if it has elected after the occurrence of a Default not to make Swing Line Loans and has notified the Borrower in writing or by telephone of any default in such election. The Swing Line Lender shall promptly give notice to the payment thereofLenders of such election not to make Swing Line Loans.

Swing Line Loans. (i) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender agrees to make $10,000,000 of the credit otherwise available to the Borrower under the Revolving Credit Commitments by making swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding Credit Commitment Period; provided, that will not result in (i) no Swing Line Loan shall be made if, after giving effect thereto, the aggregate principal amount of Revolving Credit Loans then outstanding plus the aggregate principal amount of Swing Line Loans exceeding $10,000,000 or (iithen outstanding, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitments of the Revolving Credit Lenders. Amounts borrowed by the Borrower under this subsection 2.1(b) may be repaid and, through but excluding the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Termination Date, reborrowed. All Swing Line Lender Loans shall be made as Base Rate Loans and may not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line converted into Eurodollar Loans. To request In order to borrow a Swing Line Loan, the Borrower shall notify give the Swing Line Lender, with a copy to the Administrative Agent Agent, irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $500,000 or whole multiples of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender by crediting the account of the Borrower at such office with such proceeds. (ii) The Swing Line Loans shall be evidenced by a Loan Account and, if requested by the Swing Line Lender, a promissory note of the Borrower, substantially in the form of Exhibit A-2 (the "Swing Line Note"), with appropriate insertions, payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 2.9. The Swing Line Note, if any, shall (i) be dated the Closing Date, (ii) be stated to mature on the Termination Date and (iii) bear interest, payable on the dates specified in 2.9, for the period from the date thereof to the Termination Date on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum specified in subsection 2.9. (iii) The Swing Line Lender, at any time in its sole and absolute discretion, may on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Lender, including the Swing Line Lender, to make a Revolving Credit Loan (which shall be a Base Rate Loan) in an amount equal to such Lender's Commitment Percentage of such request by telephone Swing Line Loan (confirmed by telecopy)the "Refunded Swing Line Loans") outstanding on the date such notice is given. Unless any of the events described in clause (f) of Section 8 shall have occurred (in which event the procedures of subsection 2.1(b)(iv) shall apply) each Lender shall, not later than 12:00 noonP.M., New York City time, on the day of a proposed Swing Line Loan. Each Business Day next succeeding the date on which such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise is given, make available to the Swing Line Lender of any in immediately available funds the amount equal to the Revolving Credit Loan to be made by such notice received from the BorrowerLender. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Lender shall make each Swing Line Loan available to the Borrower Loans. Upon any request by means of a credit to the general deposit account of the Borrower with the Swing Line Lender to the Lenders pursuant to this subsection 2.1(b)(iii), the Administrative Agent shall promptly give notice to the Borrower of such request. (oriv) If prior to the making of a Revolving Credit Loan pursuant to subsection 2.1(b)(iii) one of the events described in clause (f) of Section 8 shall have occurred, each Lender will, on the date such Loan was to have been made, purchase an undivided participating interest in the Swing Line Loans in an amount equal to its Commitment Percentage. Each Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. (v) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of a Swing Line Loan made interest payments, to finance reflect the reimbursement period of an LC Disbursement as provided time during which such Lender's participating interest was outstanding and funded); provided, however, that in Section 2.04(f), the event that such payment received by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given is required to the Administrative Agent not later than 10:00 a.m.be returned, New York City time, on any Business Day require the Revolving Lenders such Lender will return to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice Lender any portion thereof previously distributed to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving it. (vi) Each Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its 's obligation to acquire participations in Swing Line Loans purchase participating interests pursuant to this paragraph is subsection 2.1(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default including, without limitation, (a) any set-off, counterclaim, recoupment, defense or reduction other right which such Lender or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall may have made their payments pursuant to this paragraph and to against the Swing Line Lender, as their interests may appear. The purchase any other Lender or anyone else for any reason whatsoever, (b) the occurrence or continuance of participations any Default or Event of Default; (c) any adverse change in a Swing Line Loan pursuant to the condition (financial or otherwise) of the Borrower; (d) any breach of this paragraph shall not relieve Agreement by the Borrower or any other Lender; or (e) any other circumstance, happening or event whatsoever, whether or not similar to any of any default in the payment thereofforegoing.

Swing Line Loans. (i) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during from and including the Revolving Availability Period Effective Date and prior to the Facility Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or 25,000,000, (ii) the total aggregate principal amount of the Swing Line Lender’s outstanding Swing Line Loans exceeding its Swing Line Commitment, or (iii) the sum of the Aggregate Outstanding Revolving Exposures Credit Exposure exceeding the total Aggregate Revolving CommitmentsCredit Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. The Borrower will repay in full each Swing Line Loan on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. (ii) To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone or electronic mail (to such electronic mail addresses as the Administrative Agent shall specify) (in each case confirmed by telecopy), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swing Line Loan. Each such notice (a “Swing Line Borrowing Notice”) shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be an amount not less than $1,000,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the a general deposit account of the Borrower with the Swing Line Lender or wire transfer to an account designated by the Borrower (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.22(v), by remittance to the Issuing LenderLC Issuer) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (iii) The Swing Line Lender may (and shall on the fifth (5th) Business Day after the Borrowing Date of each Swing Line Loan made by it that is then still outstanding) by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the its Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (a) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence and continuance or continuance, prior to or after the funding of any Swing Line Loan, of a Default or reduction Unmatured Default, (c) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower or (d) any other circumstance, happening or event whatsoever, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.11 with respect to Loans made by such Revolving Lender (and Section 2.07 Sections 2.11 and 2.21 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees may in its discretion, and in reliance upon the agreements of the other Lenders set forth in this Section 2.04, make available loans in Dollars to make the Borrowers (the “Swing Line Loans to the Borrower Loans”) from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 the Swing Line Sublimit or (ii) the total Total Revolving Exposures Credit Exposure exceeding the total Revolving CommitmentsLine Cap at such time; provided provided, further, that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Administrative Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy)electronically in the form of a Swing Line Loan Notice, not later than 12:00 noon2:00 p.m., New York City time, on the day of a proposed Swing Line Loan. Each such notice Swing Line Loan Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice Swing Line Loan Notice received from the Administrative Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower Borrowers by means of a credit to the general deposit account of the Borrower with identified in the Swing Line Lender Loan Notice (orincluding, in the case of a Swing Line Loan made to finance the reimbursement of an a LC Disbursement Disbursement, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided in by Section 2.04(f2.04(c), by remittance to the Issuing LenderAdministrative Agent to be distributed to the Lenders) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than on or before 12:00 noon, New York City time, on the day of a Business Day the proposed Swing Line Loan. Each such notice shall Loan is to be irrevocable and shall specify made, the requested date (which shall be Borrower may from time to time irrevocably request that a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise Loan be made by the Swing Line Lender in a minimum principal amount of $100,000 or any such notice received from the Borrowerlarger integral multiple of $50,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The Swing Line Lender shall make proceeds of each Swing Line Loan shall be made available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)Lender, by remittance to the Issuing Lender) by 3:00 5:00 p.m., New York City time, on the requested Business Day telephonic notice is received by it as provided in this clause (a), to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor. (b) If (i) any Swing Line Loan (A) shall be outstanding for more than four Business Days or (B) is or will be outstanding on a date when the Borrower requests that a Revolving Loan be made or (ii) any Default (other than a Default of the nature set forth in Section 8.1.9) shall occur and be continuing, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the aggregate principal amount of all such Swing Line Loan. The Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the "Refunded Swing Line Loans"); provided, that the Swing Line Lender may by written notice given shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the Administrative Agent not later than 10:00 a.m.making of such Refunded Swing Line Loan, the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. (New York City time, ) on any the first Business Day require following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Lenders to acquire participations on such Business Day Loan Commitment shall deposit in all or a portion of an account specified by the Swing Line Loans outstandingLender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. Such notice At the time the aforementioned Lenders make the above referenced Revolving Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loan in an amount equal to the Administrative Agent shall specify Swing Line Lender's Percentage of the aggregate principal amount of the Refunded Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesUpon the making (or deemed making, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account case of the Swing Line Lender, such ) of any Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional clause (b), the amount so funded shall become outstanding under such Lender's Revolving Note and shall not no longer be affected by owed under the Swing Line Note. All interest payable with respect to any circumstance whatsoever, including the occurrence and continuance of a Default Revolving Loans made (or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsdeemed made, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations case of the Revolving Lenders), and Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the Administrative Agent shall promptly pay to period of time during which the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any had outstanding Swing Line Loan acquired pursuant to this paragraph, and thereafter payments Loans in respect of which such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofLoans were made.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 the Swing Line Commitment or (ii) the total sum of the Revolving Credit Exposures exceeding the total Revolving Commitments; provided that the a Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. . (b) To request a Swing Line Loan, the Borrower shall notify submit a written notice to the Administrative Agent of such request by telephone (confirmed by telecopy), telecopy or electronic mail not later than 12:00 noon, New York City time11:00 a.m., on the day of a proposed Swing Line Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day) and (ii) amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each the requested Swing Line Loan available to the Borrower by means of a credit to the general deposit an account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) Administrative Agent designated for such purpose by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the its Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided above from the Administrative Agent (and in this paragraphany event, if such notice is received by 12:00 noon on a Business Day no later than 5:00 p.m. on such Business Day and if received after 12:00 noon on a Business Day shall mean no later than 10:00 a.m. on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the such Swing Line LenderLenders, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph Section 2.11(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph Section 2.11(c) by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraphSection 2.11(c), and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph Section 2.11(c) and to the Swing Line LenderLenders, as their its interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph Section 2.11(c) shall not relieve the Borrower of any default in the payment thereof. (d) The Swing Line Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the Swing Line Lender and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swing Line Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swing Line Lender pursuant to Section 3.02(d). From and after the effective date of any such replacement, (i) the successor Swing Line Lender shall have all the rights and obligations of the replaced Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (ii) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender. After the replacement of the Swing Line Lender hereunder, the replaced Swing Line Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made by it prior to its replacement, but shall not be required to make additional Swing Line Loans. (e) Subject to the appointment and acceptance of a successor Swing Line Lender, the Swing Line Xxxxxx may resign as a Swing Line Lender at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, the Swing Line Lender shall be replaced in accordance with Section 2.11(d) above.

Swing Line Loans. Subject to the terms and conditions set forth herein(a) For ease of administration, the Swing Line Lender agrees to make Swing Line Base Margin Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not may be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request made by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case aggregate, the "Swing Line Loans") in accordance with the procedures set forth in this Agreement for the making of loans and advances under the Revolving Credit, except that the Lead Borrower may request a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written giving notice given to the Administrative Agent not by no later than 10:00 a.m., New York City time, 1:00 PM on any the Business Day require on which the Revolving Lenders subject Swing Line Loan is to acquire participations on such Business Day in all or a portion be made. The unpaid principal balance of the Swing Line Loans outstanding. Such notice to shall not at any one time be in excess of the Administrative Agent shall specify the Swing Line Loan Ceiling. (b) The aggregate amount unpaid principal balance of Swing Line Loans in which shall bear interest at the rate applicable to Base Margin Loans and shall be repayable as a loan under the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its Credit. (c) The Borrowers' obligation to acquire participations in repay Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected evidenced by any circumstance whatsoevera Note in the form of Exhibit A (the "Swing Line Note"), including executed by the occurrence and continuance of a Default or reduction or termination of the CommitmentsBorrowers, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not payable to the Swing Line Lender. Any amounts received by Neither the original nor a copy of that Note shall be required, however, to establish or prove any Liability. Upon the Swing Line Lender from Lender's request, the Borrower (or other party on behalf Borrowers shall execute a replacement of the Borrower) in respect of a any Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any Note which has been lost, mutilated, or destroyed thereof and deliver such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and replacement to the Swing Line Lender. (d) For all purposes of this Loan Agreement, as their interests may appear. The purchase of participations in a the Swing Line Loan pursuant Loans and the Borrowers' obligations to the Swing Line Lender constitute Revolving Credit Loans and are secured as "Liabilities". (e) Swing Line Loans may be subject to periodic settlement with the Revolving Credit Lenders as provided in this paragraph shall not relieve the Borrower of any default in the payment thereofAgreement.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within three Business Days) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower on or before 11:00 a.m., New York time, on a Business Day, WWI may from time to time during irrevocably request that Swing Line Loans be made by the Revolving Availability Period Swing Line Lender in an aggregate minimum principal amount at any time outstanding of $200,000 and an integral multiple of $100,000. Each request by WWI for a Swing Line Loan shall constitute a representation and warranty by WWI that will on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in SECTION 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not result be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by its close of business on the Business Day telephonic notice is received by it as provided in the preceding sentences, to WWI by wire transfer to the accounts WWI shall have specified in its notice therefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four full Business Days or (ii) after giving effect to any request for a Swing Line Loan or a Revolving Loan the aggregate principal amount of outstanding Revolving Loans and Swing Line Loans exceeding $10,000,000 or (ii) outstanding to the total Swing Line Lender, together with the Swing Line Lender's Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender's Percentage of the Revolving Exposures exceeding Loan Commitment Amount, the total Swing Line Lender, at any time in its sole and absolute discretion may request each Lender that has a Revolving Commitments; provided that Loan Commitment, and each such Lender, including the Swing Line Lender shall not be required hereby agrees, to make a Revolving Loan (which shall always be initially funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the amount of the Swing Line Loan Loans ("REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to refinance an outstanding make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Loan. Each Swing Line Loan Lender) shall be deposit in an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify account specified by the Administrative Agent of to the Lenders from time to time the amount so requested in same day funds, whereupon such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice funds shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available immediately delivered to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in and not WWI) and applied to repay the case of a Refunded Swing Line Loan made to finance Loans. On the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice day such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesLoans are made, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable 's Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the Refunded Swing Line Loans shall be deemed to be paid. Upon the making of any Revolving Loan pursuant to this paragraph is clause, the amount so funded shall become due under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. Each Lender's obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, WWI or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of WWI or any other Obligor, subsequent to the date of the making of a Default Swing Line Loan; (iv) the acceleration or reduction maturity of any Loans or the termination of the CommitmentsRevolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by WWI, and any other Obligor or any other Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that each such payment shall be made without (i) WWI or any offset, abatement, withholding Subsidiary is subject to any bankruptcy or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner insolvency proceedings as provided in Section 2.05 SECTION 9.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with respect a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to Loans made such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, pursuant to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay preceding clause by paying to the Swing Line Lender on the amounts so received by it from the date on which such Lender would otherwise have been required to make a Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the Administrative Agent preceding clause. From and not to after the Swing Line Lender. Any amounts received by the Swing Line date on which any Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations purchases an undivided participation interest in a Swing Line Loan pursuant to this paragraph clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; PROVIDED, HOWEVER, that in the event such payment received by the Swing Line Lender is required to be returned to WWI, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not relieve be obligated to make any Swing Line Loans if it has elected after the Borrower occurrence of any default a Default not to make Swing Line Loans and has notified WWI in writing or by telephone of such election. The Swing Line Lender shall promptly give notice to the payment thereofLenders of such election not to make Swing Line Loans.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period Period, each Swing Line Lender severally agrees to make Swing Line Loans to the Borrower in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii)made by such Swing Line Lender exceeding its Swing Line Commitment, (ii) such Swing Line Lender’s Revolving Exposure exceeding its Revolving Commitment or (iii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the thea Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the theeach Swing Line Lender of any such notice received from the Borrower. The TheEach Swing Line Lender shall make each eachits ratable portion of the requested Swing Line Loan (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available to the Borrower by means of a credit to the general deposit depositan account of the Borrower with the Swing Line Lender LenderAdministrative Agent designated for such purpose (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject (a) A Borrower may request a Swing Line Bank to make, and such Swing Line Bank shall make, on the terms and conditions hereinafter set forth hereinforth, the Swing Line Lender agrees to make Swing Line Loans to the such Borrower from time to time on any Business Day during the Revolving Availability Period period from the date hereof until the Termination Date in an aggregate principal amount (for all outstanding Swing Line Loans) not to exceed at any time outstanding $100,000,000; subject, however, to the conditions that will not result in (i) at no time shall the outstanding aggregate principal amount of all Loans made by all Lenders and the Swing Line Banks plus the L/C Exposure of all Lenders at such time exceed the Total Commitment, (ii) at no time shall the outstanding aggregate principal amount of all Loans made by all Lenders and the Swing Line Banks to WRECO at such time exceed $400,000,000 and (iii) at no time shall the outstanding aggregate principal amount of Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make made by a Swing Line Bank exceed $50,000,000. No Swing Line Loan to refinance an outstanding shall be used for the purpose of funding the payment of principal of any other Swing Line Loan. Each Swing Line Loan Borrowing shall be in an ABR amount of $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be made as a Base Rate Loan. Within the foregoing limits and subject . (b) In order to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line LoanBorrowing, the a Borrower shall notify hand deliver or telecopy to the relevant Swing Line Bank and the Administrative Agent a Swing Line Borrowing Request not later than 3:00 p.m., New York City time, on the day of a proposed borrowing. Such notice shall be irrevocable and shall in each case specify (i) the date of such request Swing Line Borrowing (which shall be a Business Day) and the amount thereof; and (ii) the maturity of such Swing Line Borrowing (which maturity shall be no later than the seventh day after the requested date of such Swing Line Borrowing). Such Swing Line Bank will make the amount thereof available to the Administrative Agent on the proposed date thereof by telephone wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 4:00 p.m., New York City time, and the Administrative Agent shall by 5:00 p.m., New York City time, credit the amount so received to the general deposit account of the applicable Borrower maintained with the Administrative Agent or, if a Swing Line Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amount so received to such Swing Line Bank. (confirmed c) Upon written demand by telecopy)a Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Lender shall purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Lender, such other Lender’s Applicable Percentage of the Swing Line Loans of such Swing Line Bank as of the date of such demand, by making available to the Administrative Agent in New York, New York for the account of such Swing Line Bank by wire transfer of immediately available funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Loan to be purchased by such Lender. The Borrowers hereby agree to each such sale and assignment. Each Lender agrees to purchase its Applicable Percentage of outstanding Swing Line Loans pursuant to the first sentence of this paragraph (c) on (i) the Business Day on which demand therefor is made by the relevant Swing Line Bank, provided, that notice of such demand is given to such Lender not later than 12:00 noon, New York City time, on such Business Day or (ii) the day first Business Day next succeeding such demand if notice of a proposed Swing Line Loansuch demand is given after such time. Each If and to the extent that any Lender shall have received such notice shall be irrevocable of demand and shall specify not have so made the requested date (which shall be a Business Day) and amount of the requested relevant Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan Loans available to the Borrower by means of a credit Administrative Agent, such Lender agrees to pay to the general deposit Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the relevant Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Borrower with the relevant Swing Line Lender (orBank on any Business Day, such amount so paid in the case respect of principal shall constitute a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion for purposes of this Agreement, and the outstanding principal amount of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of made by such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment Bank shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made reduced by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of amount on such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofBusiness Day.

Swing Line Loans. (1) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make a Revolving Loan in Dollars (any such Revolving Loan made by Swing Line Loans Lender pursuant to this Section 2.22 being referred to as a “Swing Line Loan”) to the Borrower Company from time to time during the Revolving Availability Period Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or the Swing Line Sublimit, (ii) the total Revolving Exposures Credit Exposure exceeding the Revolving Commitments, or (iii) the total Revolving Commitments; provided that Credit Exposure exceeding the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR LoanCap. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopyfacsimile), not later than 12:00 noon, New York City time, 2:00 p.m. (Eastern Standard Time) on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the BorrowerCompany. The Swing Line Lender shall make each Swing Line Loan available to the Borrower Company by means of a credit to the general deposit an account of the Borrower with Company as specified in the Swing Line Lender Borrowing Request (or as otherwise directed by the Company) (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC L/C Disbursement as provided in Section 2.04(f2.23(5), by remittance to the applicable Issuing LenderBank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.17(3), by remittance to the Administrative Agent to be distributed to the Lenders) by 3:00 p.m., New York City time, 4:00 p.m. (Eastern Standard Time) on the requested date of such Swing Line Loan. . (2) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, noon on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Revolving Facility Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Xxxxxx’s Revolving Lender’s Applicable Facility Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 Sections 2.02(4) and (5) with respect to Loans made by such Revolving Lender (and Section 2.07 Sections 2.02(4) and (5) shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower Company (or other party on behalf of the BorrowerCompany) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have has made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof. (3) The Administrative Agent, on behalf of the Swing Line Lender, shall request Settlement with the Lenders on at least a weekly basis as set forth in Section 2.30(1). Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swing Line Lender’s Swing Line Loans and, together with Swing Line Lender’s Revolving Facility Percentage of such Swing Line Loan, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Settlement Date, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.02(5). (4) If a Maturity Date shall have occurred at a time when Extended Revolving Loan Commitments are in effect, then on such Maturity Date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such Maturity Date); provided that, if on the occurrence of such Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.23(11)), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant to the Extended Revolving Commitments which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the Extended Revolving Loan Commitments and such Swing Line Loans shall not be so required to be repaid in full on the Maturity Date.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Swing Line Lender agrees to make Swing Line Loans to until the Revolving Commitment Termination Date as Borrower may from time to time during request; provided, however, that the Revolving Availability Period in an aggregate outstanding principal amount of Swing Line Loans shall not exceed the Swing Line Commitment at any time; provided further that in no event shall the Outstanding Obligations at any time outstanding that will not result in exceed the lesser of (ix) the aggregate principal Combined Commitments then in effect and (y) an amount equal to 300% of outstanding the Free Corporate Cash Flow for the four fiscal quarter period most recently ended on or before such time of determination. Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required constitute Loans for all purposes hereunder. Subject to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the other terms and conditions set forth hereinhereof, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Loans as set forth herein until the Revolving Commitment Termination Date without premium or penalty. (b) Swing Line Loan, the Borrower shall notify the Administrative Agent of such request Loans made by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower be evidenced by means of a credit to the general deposit loan account of the Borrower with the or records maintained by Swing Line Lender (or, in the case Ordinary Course of Business. Upon the request of Swing Line Lender, Swing Line Lender's Swing Line Loans may be evidenced by a Swing Line Loan made Note, instead of or in addition to finance loan accounts. Swing Line Lender may attach schedules to its Swing Line Note and endorse thereon the reimbursement date, amount and maturity of an LC Disbursement as provided in Section 2.04(f)its Swing Line Loans and payments with respect thereto. Such loan accounts, by remittance to records or Swing Line Note shall be conclusive absent manifest error of the Issuing Lender) by 3:00 p.m., New York City time, on the requested date amount of such Swing Line LoanLoans and payments thereon. The Swing Line Lender may by written notice given Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion obligation of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, Borrower to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 amount owing with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofLoans.

Swing Line Loans. Subject In addition to the other options available to Borrower hereunder, up to $40,000,000 of the Swing Line Lender’s Commitment shall be available for Swing Line Loans subject to the following terms and conditions set forth herein, conditions. Swing Line Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.10 hereof. All Swing Line Loans shall bear interest at the ABR Rate. In no event shall the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make fund a Swing Line Loan to refinance an if it would increase the total aggregate outstanding Loans by Swing Line LoanLender hereunder plus its Percentage of Facility Letter of Credit Obligations to an amount in excess of its Commitment or if it would cause the Allocated Facility Amount to exceed the Aggregate Commitment. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, paid in full by the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, on or before the Borrower shall notify fifth (5th) day after the Administrative Agent of Borrowing Date for such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with In addition, the Swing Line Lender (or, i) may at any time in the case of a Swing Line Loan made its sole discretion with respect to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such any outstanding Swing Line Loan. The , or (ii) shall on the fifth (5th) day after the Borrowing Date of any Swing Line Loan, require each Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of (including the Swing Line Loans outstanding. Such notice Lender) to make a Loan in the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans(including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Each Revolving Not later than noon (Chicago time) on the date of any notice received pursuant to this Section 2.14 (provided such notice is given by 10:00 A.M. Chicago time), each Lender hereby absolutely and unconditionally agreesshall make available its required Loan, upon receipt of notice as provided above in this paragraph, to pay funds immediately available in Chicago to the Administrative Agent, for account of Agent at its address specified pursuant to Article XIV. Revolving Loans made pursuant to this Section 2.14 shall initially be ABR Loans and thereafter may be continued as ABR Loans or converted into LIBOR Loans in the manner provided in Section 2.11 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 5.1 or 5.2 had not then been satisfied, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line make Loans pursuant to this paragraph is Section 2.14 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence and or continuance of a Default or reduction Unmatured Default, (c) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower, and that each such payment shall be made without or (d) any offsetother circumstances, abatement, withholding happening or reduction event whatsoever. Each Revolving In the event that any Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect fails to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the make payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by amount due under this Section 2.14, the Administrative Agent shall be promptly remitted by entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the Revolving Lenders that foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.14, such Lender shall be deemed, at the option of the Administrative Agent, to have made their payments pursuant to this paragraph unconditionally and to irrevocably purchased from the Swing Line Lender, as their interests may appear. The purchase of participations without recourse or warranty, an undivided interest and participation in a the applicable Swing Line Loan pursuant to this paragraph shall in the amount of such payment not relieve made by such Lender, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Swing Line Loans may be outstanding for a maximum of ten (10) days during any calendar month. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of any default in the payment thereofSwing Line Loans.

Swing Line Loans. Subject (a) By telephonic notice to the terms and conditions set forth herein, the Swing Line Lender agrees to make on or before 11:00 a.m. on a Business Day (followed (within one Business Day) by the delivery of a confirming Borrowing Request, with the Swing Line Loans Lender to the be fully protected with respect to any disputes regarding telephonic notices), any Borrower may from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that be made by the Swing Line Lender in an aggregate minimum principal amount of the Dollar Equivalent of $2,000,000 and an integral multiple of the Dollar Equivalent of $1,000,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be required entitled to make a Swing Line Loan to refinance an outstanding Swing Line Loanbe converted into LIBO Rate Loans. Each The proceeds of each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request made available by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender to the Borrower requesting such Loans by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of any such business on the Business Day telephonic notice is received from by the Borrower. The Swing Line Lender shall make each Lender. (b) If (i) any Swing Line Loan available to the shall be outstanding for more than four Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when any Borrower by means of requests that a credit to the general deposit account of the Borrower with Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m.irrevocably agrees that it will, New York City time, on at the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account request of the Swing Line Lender, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Revolving Lender’s Applicable 's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the "Refunded Swing Line Loans"). On or before 11:00 a.m. on the first Business Day following receipt by each Revolving Loan or Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. Each At the time the Revolving Lender acknowledges and agrees that its obligation to acquire participations in Loan Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this paragraph is clause, the amount so funded shall become outstanding under such Revolving Loan Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender's obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default or reduction or termination of the Commitments(i) any set-off, and that each such payment shall be made without any offsetcounterclaim, abatementrecoupment, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (defense or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line right which such Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall may have made their payments pursuant to this paragraph and to against the Swing Line Lender, as their interests may appear. The purchase any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of participations any Default; (iii) any adverse change in a the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan pursuant to this paragraph shall not relieve the Borrower Loan; (v) any breach of any default in Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the payment thereofforegoing.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during from and including the Revolving Availability Period Effective Date and prior to the Maturity Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or 50,000,000, (ii) the total aggregate principal amount of the Swing Line Lender’s outstanding Swing Line Loans exceeding its Swing Line Commitment, or (iii) the sum of the Aggregate Outstanding Revolving Exposures Credit Exposure exceeding the total Aggregate Revolving CommitmentsCredit Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. The Borrower will repay in full each Swing Line Loan on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. (b) To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone or electronic mail (to such electronic mail addresses as the Administrative Agent shall specify) (in each case confirmed by telecopy), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swing Line Loan. Each such notice (a “Swing Line Borrowing Notice”) shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be an amount not less than $1,000,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the a general deposit account of the Borrower with the Swing Line Lender or wire transfer to an account designated by the Borrower (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.22(e), by remittance to the Issuing LenderLC Issuer) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may (and shall on the fifth (5th) Business Day after the Borrowing Date of each Swing Line Loan made by it that is then still outstanding) by written notice given to the Administrative Agent not later than 10:00 a.m.1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the its Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (ii) the occurrence and continuance or continuance, prior to or after the funding of any Swing Line Loan, of a Default or reduction Unmatured Default, (iii) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower or (iv) any other circumstance, happening or event whatsoever, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.11 with respect to Loans made by such Revolving Lender (and Section 2.07 2.11 and 2.21 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 25,000,000 or (ii) the total Revolving Exposures Aggregate Credit Exposure exceeding the total Revolving Commitments; Aggregate Commitment, provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. . (b) To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 11:00 a.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC L/C Disbursement as provided in Section 2.04(f2.04(e), by remittance to the Issuing LenderL/C Issuer) by 3:00 p.m., New York City time, 2:00 p.m. on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, a.m. on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (by the end of the Business Day on which such telephonic notice was delivered) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than on or before 12:00 noon, New York City time, on the day of a Business Day the proposed Swing Line LoanLoan is to be made, any Revolving Credit Borrower may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount of $100,000 or any larger integral multiple of $50,000. Each such notice All Swing Line Loans shall be irrevocable made as Base Rate Loans and shall specify not be entitled to be converted into LIBO Rate Loans. Upon receipt of notice from the requested date (which shall be a Business Day) and Administrative Agent confirming the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise Borrowing, the Swing Line Lender proceeds of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan shall be made available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)Lender, by remittance to the Issuing Lender) by 3:00 2:00 p.m., New York City time, on the requested date Business Day telephonic notice is received by it as provided in this clause (a), to the applicable Revolving Credit Borrower by wire transfer to the account such Revolving Credit Borrower shall have specified in its notice therefor. (b) If any Default shall occur and be continuing, each Revolving Credit Lender with a Revolving I Credit Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, make a Revolving I Credit Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Revolving Credit Lender's Revolving Credit Percentage of the aggregate principal amount of all such Swing Line Loan. The Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the Refunded Swing Line Loans); provided, that the Swing Line Lender may by written notice given shall not request, and no Revolving Credit Lender shall make, any Refunded Swing Line Loan if, after giving effect to the Administrative Agent not later than 10:00 a.m.making of such Refunded Swing Line Loan, the sum of all Refunded Swing Line Loans and Revolving I Credit Loans made by such Revolving Credit Lender, plus such Revolving Credit Lender's Revolving Credit Percentage of the aggregate amount of all Revolving Credit Letter of Credit Outstandings, would exceed such Revolving Credit Lender's Revolving Credit Percentage of the then existing Revolving I Loan Commitment Amount. On or before 11:00 a.m. (New York City time, ) on any the first Business Day require following receipt by each Revolving Credit Lender of a request to make Revolving I Credit Loans as provided in the preceding sentence, each such Revolving Lenders Credit Lender with a Revolving I Loan Commitment shall deposit in an account specified by the Administrative Agent the amount so requested in same day funds and such funds shall be transferred to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to Lender by the Administrative Agent to repay the Refunded Swing Line Loans. At the time the aforementioned Revolving I Credit Lenders make the above referenced Revolving Credit Loans, the Swing Line Lender shall specify be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving I Credit Loan in an amount equal to the Swing Line Lender's Revolving Credit Percentage of the aggregate principal amount of the Refunded Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesUpon the making (or deemed making, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account case of the Swing Line Lender, such ) of any Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line I Credit Loans pursuant to this paragraph is clause (b), the amount so funded shall become outstanding under such Revolving I Credit Lender's Revolving I Credit Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving I Credit Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving I Credit Loans were made. Each Revolving I Credit Lender's obligation to make the Revolving I Credit Loans referred to in this clause (b) shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default including, without limitation, (i) any set-off, counterclaim, recoupment, defense or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by other right which such Revolving I Credit Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall may have made their payments pursuant to this paragraph and to against the Swing Line Lender, as their interests may appear. The purchase any Revolving Credit Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of participations any Default; (iii) any adverse change in a the condition (financial or otherwise) of any Revolving Credit Borrower; (iv) the acceleration or maturity of any Revolving Credit Loans or the termination of any Revolving Credit Commitment after the making of any Swing Line Loan pursuant Loan; (v) any breach of this Agreement or any other Revolving Credit Document by any Revolving Credit Borrower or any Revolving Credit Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to this paragraph shall not relieve any of the Borrower of any default in the payment thereofforegoing.

Swing Line Loans. Subject to the terms and conditions set forth herein, the (a) The Swing Line Lender agrees shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period Day Runner in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; such amounts as Day Runner may request, provided that the Swing Line Lender shall not be required (a) after giving effect to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a such Swing Line Loan, the Borrower shall notify Swing Line Outstandings do not exceed $10,000,000, (b) without the Administrative Agent consent of such request by telephone (confirmed by telecopy)all of the Lenders, not later than 12:00 noon, New York City time, on no Swing Line Loan may be made during the day continuation of a proposed Swing Line LoanDefault or an Event of Default. Each such notice shall be irrevocable Day Runner may borrow, repay and shall specify reborrow under this Section. Unless notified to the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise contrary by the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with Lender, borrowings under the Swing Line Lender (or, may be made in the case amounts which are integral multiples of $100,000 upon telephonic request by a Swing Line Loan Responsible Official of Day Runner made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.1:00 P.M., New York City California time, on any Business the Banking Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstandingrequested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier by transmission of a Notice of Swingline Loan in the form attached hereto as Exhibit N). Such notice to Promptly after receipt of such a request for borrowing, the Administrative Agent shall specify provide telephonic verification to the aggregate Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier). Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000. If Day Runner instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 P.M., California time, on a Banking Day, such payment shall be deemed received on the next Banking Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Loan Outstandings each time there is a change therein. (a) Swing Line Loans in which Revolving Lenders will participateshall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate. Promptly upon receipt of Interest shall be payable on such noticedates, not more frequent than quarterly, as may be specified by the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or LoansLender and in any event on the Maturity Date. Each Revolving The Swing Line Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to shall be responsible for invoicing Day Runner for such interest. The interest payable on Swing Line Loans is solely for the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Lender (subject to clause (d) below). (b) Each Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in shall be repayable on the earlier of (i) ten (10) Banking Days after such Loan is made, (ii) on demand made by the Swing Line Loans pursuant Lender and (iii) the Maturity Date. (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to this paragraph is have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender's Pro Rata Share of the Commitment times the amount of the Swing Line Loan. Within one (1) Banking Day after demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share of the Commitment, promptly provide to the Swing Line Lender its purchase price therefor in an amount equal to its participation therein. The obligation of each Lender to so provide its purchase price to the Swing Line Lender shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination Event of Default; provided that no Lender shall be obligated to purchase its Pro Rata Share of (i) Swing Line Loans to the extent that Swing Line Outstandings are in excess of $10,000,000 and (ii) any Swing Line Loan made (absent the consent of all of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverLenders) during the continuation of an Event of Default. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as that has provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations purchase price due for its participation in any Swing Line Loan acquired pursuant Loans shall thereupon acquire a pro rata participation, to this paragraph, and thereafter payments in respect the extent of such Swing Line Loan shall be made to payment, in the Administrative Agent and not to claim of the Swing Line Lender. Any amounts received Lender against Day Runner for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Day Runner with respect to such claim and in any interest payment made by Day Runner (but only with respect to periods subsequent to the date such Lender paid the Swing Line Lender its purchase price) with respect to such claim. (d) Upon any demand for payment of the Swing Line Outstandings by the Swing Line Lender from the Borrower (or unless Day Runner has made other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by arrangements reasonably acceptable to the Swing Line Lender of to reduce the proceeds of Swing Line Outstandings to $0), Day Runner shall request a sale of participations therein Loan pursuant to Section 2.1(a) sufficient to repay all Swing Line Outstandings (and, for this purpose, Section 2.1(c) shall be promptly remitted to the Administrative Agent; any such amounts received by not apply). In each case, the Administrative Agent shall be promptly remitted automatically provide the responsive Loans made by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and each Lender to the Swing Line LenderLender (which the Swing Line Lender shall then apply to the Swing Line Outstandings). In the event that Day Runner fails to request a Loan within the time specified by Section 2.1 on any such date, the Administrative Agent may, but is not required to, without notice to or the consent of any Borrower, cause Loans to be made by the Lenders under the Commitment in amounts which are sufficient to reduce the Swing Line Outstandings as their interests may appearrequired above. The purchase conditions precedent set forth in Article 8 shall not apply to Loans to be made by the Lenders pursuant to the three preceding sentences. The proceeds of participations in a such Loans shall be paid directly to the Swing Line Loan pursuant Lender for application to this paragraph shall not relieve the Borrower of any default in the payment thereofSwing Line Outstandings.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans Lender’s Revolving Credit Exposure exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitmentsits Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. . (b) To request a Swing Line Loan, the Borrower shall provide the Senior Facility Agent a fully executed Borrowing Request by e-mail, or facsimile or notify the Administrative Senior Facility Agent of such request by telephone (telephone, to be promptly confirmed by telecopy)e-mail or facsimile of a fully executed Borrowing Request, not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice Borrowing Request shall be irrevocable and shall specify the requested date (which shall be a Business Day) and of the Swing Line Loan, the amount of the requested Swing Line LoanLoan and whether such Borrowing is to be an ABR Borrowing or a LMIR Borrowing. The Administrative Agent will promptly advise If no election as to the Type of Borrowing of Swing Line Lender Loans is specified, then the requested Borrowing of any such notice received from the BorrowerSwing Line Loans shall be an ABR Borrowing. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit or wire transfer of funds, as applicable, to the general deposit an account of the Borrower with designated by the Borrower in writing to the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.05(e), by remittance to the Issuing LenderBank) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may by written notice given to the Administrative Senior Facility Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Senior Facility Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Senior Facility Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Senior Facility Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Senior Facility Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Senior Facility Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Senior Facility Agent; any such amounts received by the Administrative Senior Facility Agent shall be promptly remitted by the Administrative Senior Facility Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Senior Facility Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within three Business Days) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower on or before 11:00 a.m., New York time, on a Business Day, WWI may from time to time during irrevocably request that Swing Line Loans be made by the Revolving Availability Period Swing Line Lender in an aggregate minimum principal amount at any time outstanding of $200,000 and an integral multiple of $100,000. Each request by WWI for a Swing Line Loan shall constitute a representation and warranty by WWI that will on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in Section 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not result be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by its close of business on the Business Day telephonic notice is received by it as provided in the preceding sentences, to WWI by wire transfer to the accounts WWI shall have specified in its notice therefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four full Business Days or (ii) after giving effect to any request for a Swing Line Loan or a Revolving Loan the aggregate principal amount of outstanding Revolving Loans and Swing Line Loans exceeding $10,000,000 or (ii) outstanding to the total Swing Line Lender, together with the Swing Line Lender’s Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender’s Percentage of the Revolving Exposures exceeding Loan Commitment Amount, the total Swing Line Lender, at any time in its sole and absolute discretion may request each Lender that has a Revolving Commitments; provided that Loan Commitment, and each such Lender, including the Swing Line Lender shall not be required hereby agrees, to make a Revolving Loan (which shall always be initially funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the amount of the Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans (“Refunded Swing Line Loans”) outstanding on the date such notice is given. To On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request a to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Loan, the Borrower Lender) shall notify deposit in an account specified by the Administrative Agent of to the Lenders from time to time the amount so requested in same day funds, whereupon such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice funds shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available immediately delivered to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in and not WWI) and applied to repay the case of a Refunded Swing Line Loan made to finance Loans. On the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice day such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesLoans are made, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the Refunded Swing Line Loans shall be deemed to be paid. Upon the making of any Revolving Loan pursuant to this paragraph is clause, the amount so funded shall become due under such Lender’s Revolving Note and shall no longer be owed under the Swing Line Note. Each Lender’s obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, WWI or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of WWI or any other Obligor, subsequent to the date of the making of a Default Swing Line Loan; (iv) the acceleration or reduction maturity of any Loans or the termination of the CommitmentsRevolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by WWI, and any other Obligor or any other Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that each such payment shall be made without (i) WWI or any offset, abatement, withholding Subsidiary is subject to any bankruptcy or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner insolvency proceedings as provided in Section 2.05 9.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with respect a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to Loans made such Lender’s Percentage of any Swing Line Loan otherwise required to be repaid by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, pursuant to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay preceding clause by paying to the Swing Line Lender on the amounts so received by it from the date on which such Lender would otherwise have been required to make a Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender’s Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the Administrative Agent preceding clause. From and not to after the Swing Line Lender. Any amounts received by the Swing Line date on which any Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations purchases an undivided participation interest in a Swing Line Loan pursuant to this paragraph clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to WWI, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not relieve be obligated to make any Swing Line Loans if it has elected after the Borrower occurrence of any default a Default not to make Swing Line Loans and has notified WWI in writing or by telephone of such election. The Swing Line Lender shall promptly give notice to the payment thereofLenders of such election not to make Swing Line Loans.

Swing Line Loans. Subject (a) A Borrower may request a Swing Line Bank to make, and such Swing Line Bank shall make, on the terms and conditions hereinafter set forth hereinforth, the Swing Line Lender agrees to make Swing Line Loans to the such Borrower from time to time on any Business Day during the Revolving Availability Period period from the date hereof until the Termination Date in an aggregate principal amount (for all outstanding Swing Line Loans) not to exceed at any time outstanding $100,000,000; subject, however, to the conditions that will not result in (i) at no time shall the outstanding aggregate principal amount of all Loans made by all Lenders and the Swing Line Banks plus the L/C Exposure of all Lenders at such time exceed the Total Commitment, (ii) at no time shall the outstanding aggregate principal amount of all Loans made by all Lenders and the Swing Line Banks to WRECO at such time exceed $400,000,000 and (iii) at no time shall the outstanding aggregate principal amount of Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make made by a Swing Line Bank exceed $50,000,000. No Swing Line Loan to refinance an outstanding shall be used for the purpose of funding the payment of principal of any other Swing Line Loan. Each Swing Line Loan Borrowing shall be in an ABR amount of $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be made as a Base Rate Loan. Within the foregoing limits and subject . (b) In order to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line LoanBorrowing, the a Borrower shall notify hand deliver or telecopy to the relevant Swing Line Bank and the Administrative Agent a Swing Line Borrowing Request not later than 3:00 p.m., New York City time, on the day of a proposed borrowing. Such notice shall be irrevocable and shall in each case specify (i) the date of such request Swing Line Borrowing (which shall be a Business Day) and the amount thereof; and (ii) the maturity of such Swing Line Borrowing (which maturity shall be no later than the seventh day after the requested date of such Swing Line Borrowing). Such Swing Line Bank will make the amount thereof available to the Administrative Agent on the proposed date thereof by telephone wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 4:00 p.m., New York City time, and the Administrative Agent shall by 5:00 p.m., New York City time, credit the amount so received to the general deposit account of the applicable Borrower maintained with the Administrative Agent or, if a Swing Line Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amount so received to such Swing Line Bank. (confirmed c) Upon written demand by telecopy)a Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Lender shall purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Lender, such other Lender's Applicable Percentage of the Swing Line Loans of such Swing Line Bank as of the date of such demand, by making available to the Administrative Agent in New York, New York for the account of such Swing Line Bank by wire transfer of immediately available funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Loan to be purchased by such Lender. The Borrowers hereby agree to each such sale and assignment. Each Lender agrees to purchase its Applicable Percentage of outstanding Swing Line Loans pursuant to the first sentence of this paragraph (c) on (i) the Business Day on which demand therefor is made by the relevant Swing Line Bank, provided, that notice of such demand is given to such Lender not later than 12:00 noon, New York City time, on such Business Day or (ii) the day first Business Day next succeeding such demand if notice of a proposed Swing Line Loansuch demand is given after such time. Each If and to the extent that any Lender shall have received such notice shall be irrevocable of demand and shall specify not have so made the requested date (which shall be a Business Day) and amount of the requested relevant Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan Loans available to the Borrower by means of a credit Administrative Agent, such Lender agrees to pay to the general deposit Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the relevant Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Borrower with the relevant Swing Line Lender (orBank on any Business Day, such amount so paid in the case respect of principal shall constitute a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion for purposes of this Agreement, and the outstanding principal amount of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of made by such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment Bank shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made reduced by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of amount on such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofBusiness Day.

Swing Line Loans. Subject (a) As a convenience to the terms and conditions set forth hereinBorrower, the Swing Line Lender agrees to Lender, in its sole discretion, may make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period for the Revolving Credit Facility, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 the Swing Line Sublimit or (ii) the sum of the total Revolving Credit Exposures exceeding the total Aggregate Revolving Credit Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Swing Line Lender may make and the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a . (b) Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice Loans shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan made available to the Borrower by means of a credit to the general a deposit account of the Borrower with the Swing Line Lender (or, in pursuant to arrangements mutually acceptable to the case of a Borrower and the Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender. (c) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Credit Lender, specifying in such notice such Revolving Lender’s 's Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s 's Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.6 with respect to Loans made by such Revolving Lender (and Section 2.07 2.6 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Committed Loan Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make on or before 1:00 p.m., New York time, on the Business Day the proposed Swing Line Loans Loan is to be made, the Borrower Company may from time to time during irrevocably request that a Swing Line Loan be made by the Revolving Availability Period Swing Line Lender in an aggregate a minimum principal amount at of $50,000 or any time outstanding that will larger integral multiple of $10,000. All Swing Line Loans shall be made in U.S. Dollars as Base Rate Loans and shall not result be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by 2:00 p.m., New York time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Company by wire transfer to the account the Company shall have specified in its notice therefor. (b) If (i) any Swing Line Loan shall be outstanding for more than three Business Days or (ii) any Default shall occur and be continuing, each Lender with a U.S. Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid in full, make a U.S. Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Percentage in respect of the U.S. Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans exceeding $10,000,000 or (ii) hereinafter referred to as the total Revolving Exposures exceeding the total Revolving Commitments"Refunded Swing Line Loans"); provided that the Swing Line Lender shall not be required to make request, and no Lender with a U.S. Revolving Loan Commitment shall make, any Refunded Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject if, after giving effect to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a making of such Refunded Swing Line Loan, the Borrower shall notify sum of all Swing Line Loans and U.S. Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the Administrative Agent U.S. Revolving Loan Commitment of the U.S. Letter of Credit Outstandings, would exceed such request by telephone (confirmed by telecopy), not later than Lender's Percentage of the then existing U.S. Revolving Loan Commitment Amount. On or before 12:00 noon, New York City time, on the day first Business Day following receipt by each Lender of a proposed Swing Line Loan. Each request to make U.S. Revolving Loans as provided in the preceding sentence, each such notice Lender with a U.S. Revolving Loan Commitment shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise deposit in an account specified by the Swing Line Lender of any the amount so requested in same day funds and such notice received from funds shall be applied by the BorrowerSwing Line Lender to repay the Refunded Swing Line Loans. The At the time the aforementioned Lenders make the above referenced U.S. Revolving Loans, the Swing Line Lender shall make each be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a U.S. Revolving Loan available in an amount equal to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender Lender's Percentage in respect of the U.S. Revolving Loan Commitment of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (oror deemed making, in the case of a the Swing Line Loan made Lender) of any U.S. Revolving Loans pursuant to finance the reimbursement of an LC Disbursement as provided in Section 2.04(fthis clause (b), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date amount so funded shall become outstanding as a U.S. Revolving Loan of such Lender and shall no longer be a Swing Line Loan. The Swing Line Lender may by written notice given All interest payable with respect to any U.S. Revolving Loans made (or deemed made, in the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account case of the Swing Line Lender, such Revolving Lender’s Applicable Percentage ) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of such time during which the Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in had outstanding Swing Line Loans pursuant in respect of which such U.S. Revolving Loans were made. Each Lender's obligation (in the case of Lenders with a U.S. Revolving Loan Commitment) to make the U.S. Revolving Loans referred to in this paragraph is clause (b) shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default or reduction or termination of the Commitmentsincluding, and that each such payment shall be made without limitation, (i) any offsetset-off, abatementcounterclaim, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsrecoupment, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (defense or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line right which such Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall may have made their payments pursuant to this paragraph and to against the Swing Line Lender, as their interests may appear. The purchase the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of participations any Default; (iii) any adverse change in a the condition (financial or otherwise) of the Company or any other Obligor; (iv) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan pursuant Document by any Borrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to this paragraph shall not relieve any of the Borrower of any default in the payment thereofforegoing.

Swing Line Loans. Subject to (a) On the terms and conditions set forth in this Agreement, and in reliance upon the representations and warranties of the Borrower set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower make, from time to time during loans to Borrower, which may be borrowed, repaid and reborrowed in accordance with the Revolving Availability Period terms hereof, from and including the date hereof to but excluding the earlier of the Termination Date or the date on which all Commitments are either terminated or reduced to zero pursuant to Section 2.07, up to but not exceeding in an the aggregate principal amount at any one time outstanding that will not result in (i) outstanding, the aggregate principal amount of outstanding its Swing Line Loans exceeding $10,000,000 or Commitment (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the "Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Loans"); provided, that no Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinmade hereunder if, after giving effect thereto, the Borrower may borrowaggregate outstanding principal amount of all Loans would exceed the lesser of the total of all Commitments or the Borrowing Base reflected on the most recent Borrowing Base Certificate submitted pursuant to Section 6.08(l); and provided further that no Swing Line Loan shall be made hereunder if, prepay and reborrow after giving effect thereto, the aggregate outstanding principal amount of Swing Line Loans, plus the aggregate outstanding principal amount of the Swing Line Lender's Revolving Loans, would exceed the Commitment of the Swing Line Lender. To request Outstanding Swing Line Loans shall not reduce the unused portion of the Commitment of the Swing Line Lender, for the purposes of Section 2.11. (b) All Swing Line Loans shall bear interest at the rate agreed to from time to time between the Borrower and the Swing Line Lender. Borrower shall not be entitled to convert any Swing Line Loans into any other type of Loans. Swing Line Loans made on any date shall be in aggregate minimum amount of $500,000. (c) Whenever the Borrower desires to borrow a Swing Line Loan, it shall give the Borrower shall notify Agent and the Administrative Agent of such request by telephone (confirmed by telecopy)Swing Line Lender, not no later than 12:00 noon, 1:00 p.m. (New York City time, ) on the day proposed date for such Borrowing telephonic (confirmed promptly in writing) or written notice of a proposed Swing Line Loan. Each such notice Borrowing, which shall be irrevocable and shall specify (i) the requested principal amount of the Swing Line Loans to be made, (ii) the date of such Borrowing (which shall be a Business Banking Day), (iii) the maturity date for such Swing Line Loan (which shall be on demand and amount of in any event no later than seven (7) days after the requested making thereof or, if earlier, the Termination Date), and (iv) the agreed upon interest rate for such Swing Line Loan. (d) Promptly after receiving a notice of Borrowing pursuant to clause (c) above, the Agent shall provide each Bank with a copy thereof (or telephonic notice of the contents thereof confirmed promptly by providing a copy thereof). (e) The Swing Line Lender shall in its sole and absolute discretion be entitled to require a Borrowing of Variable Rate Loans hereunder, the proceeds of which shall be applied to the pre-payment of all Swing Line Loans then outstanding, by giving notice (by telephone promptly confirmed in writing) to the Agent, the Borrower and the Banks to such effect, which notice shall set forth the aggregate outstanding principal amount of such Swing Line Loans. The Administrative Upon the giving of such notice, the Borrower shall be deemed to have timely given a notice of Borrowing to the Agent will promptly advise requesting Revolving Loans which are Variable Rate Loans on the Banking Day following such notice, and the Banks shall, on such date, make Revolving Loans which are Variable Rate Loans in the aggregate amount of such Swing Line Loans, the proceeds of which shall be applied by the Agent to the pre-payment of such Swing Line Loans; provided, that for the purposes solely of such Borrowing, the conditions precedent set forth in Article 4, and the minimum Borrowing requirements of Section 2.09, shall not be applicable. Unless the Borrower shall have notified the Agent and the Swing Line Lender prior to 11:00 a.m. (New York City time) on the date which is six (6) days following the date on which any Swing Line Loan has been made by the Swing Line Lender that the Borrower intends to reimburse the Swing Line Lender with funds other than the proceeds of any Revolving Loans, the Agent shall give such notice received on behalf of the Swing Line Lender. (f) Upon the giving of notice to the following effect to the Agent and to each Bank by the Swing Line Lender, in its sole and absolute discretion, any deemed notice of Borrowing given under clause (e) above pursuant to which no Borrowing has yet been made shall be deemed cancelled and each Bank shall be deemed to, and hereby agrees to, irrevocably purchase from the BorrowerSwing Line Lender a participation in its Swing Line Loans in the aggregate outstanding principal amount equal to such Bank's pro rata share of the aggregate principal amount of such Swing Line Loans, and shall make available to the Swing Line Lender an amount equal to its respective participation in the Swing Line Lender's Swing Line Loans in Dollars and immediately available funds, at the office of the Swing Line Lender specified by notice to the Agent and each Bank in such notice, not later than 1:00 p.m. (New York City time) on the second Banking Day after the giving of such notice. In the event that any Bank fails to make available to the Swing Line Lender the amount of such Bank's participation as provided in this clause (f), the Swing Line Lender shall be entitled to recover such amount on demand from such Bank together with interest at the Federal Funds Rate set by the Agent for three (3) Banking Days and thereafter at the Prime Rate, and the Swing Line Lender shall, until such time as all such amounts have been paid, be deemed to have outstanding a Swing Line Loan in the amount of such unpaid participation for all purposes of this Agreement other than those provisions requiring Banks to purchase an interest therein. The Swing Line Lender shall make distribute to each Swing Line Loan available other Bank which has paid all amounts payable by it under this clause (f) with respect to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of made by the Swing Line Lender, such Revolving Lender’s Applicable Percentage other Banks' share of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected all payments received by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan Loans when such payments are received. The obligations of the Banks under this clause (f) shall be made to the Administrative Agent unconditional and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein irrevocable and shall be promptly remitted to paid strictly in accordance with the Administrative Agent; any such amounts received by terms of this Agreement under all circumstances including, without limitation, the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders fact that a Default or an Event of Default shall have made their payments pursuant to this paragraph occurred and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of be continuing or any default in the payment thereofother circumstances whatsoever.

Swing Line Loans. (a) (i) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during from and including the Amendment Effective Date and prior to its Revolving Availability Period Credit Maturity Date, in an aggregate principal amount at any time outstanding that will not result in (iii) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 45,000,000, (iii) the aggregate principal amount of the Swing Line Lender’s outstanding Swing Line Loans exceeding its Swing Line Commitment, or (iiiv) the total sum of the Aggregate Outstanding Revolving Exposures Credit Exposure exceeding the total Aggregate Revolving CommitmentsCredit Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. The Borrower will repay in full each Swing Line Loan on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. (b) To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone or electronic mail (to such electronic mail addresses as the Administrative Agent shall specify) (in each case confirmed by telecopy), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swing Line Loan. Each such notice (a “Swing Line Borrowing Notice”) shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be an amount not less than $1,000,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the a general deposit account of the Borrower with the Swing Line Lender or wire transfer to an account designated by the Borrower (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.22(e), by remittance to the Issuing LenderLC Issuer) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may (and shall on the fifth (5th) Business Day after the Borrowing Date of each Swing Line Loan made by it that is then still outstanding) by written notice given to the Administrative Agent not later than 10:00 a.m.1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the its Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (ii) the occurrence and continuance or continuance, prior to or after the funding of any Swing Line Loan, of a Default or reduction Unmatured Default, (iii) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower or (iv) any other circumstance, happening or event whatsoever, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.11 with respect to Loans made by such Revolving Lender (and Section 2.07 Sections 2.11 and 2.21 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a ; provided that any such payment so remitted shall be repaid to the Swing Line Loan pursuant Lender or to this paragraph shall not relieve the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower of any default in the payment thereof.for any

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans Lender’s Swing Line Loan Commitment or its Revolving Credit Exposure exceeding $10,000,000 or (ii) the total its Revolving Exposures exceeding the total Revolving CommitmentsCommitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. . (b) To request a Swing Line Loan, the Borrower shall provide the Senior Facility Agent a fully executed Borrowing Notice by e-mail, or facsimile or notify the Administrative Senior Facility Agent of such request by telephone (telephone, to be promptly confirmed by telecopy)e-mail or facsimile of a fully executed Borrowing Notice, not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice Borrowing Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and of the Swing Line Loan, the amount of the requested Swing Line LoanLoan and whether such Borrowing is to be an ABR Borrowing. The Administrative Agent will promptly advise If no election as to the Type of Borrowing of Swing Line Lender Loans is specified, then the requested Borrowing of any such notice received from the BorrowerSwing Line Loans shall be an ABR Borrowing. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit or wire transfer of funds, as applicable, to the general deposit an account of the Borrower with designated by the Borrower in writing to the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.05(e), by remittance to the Issuing LenderBank) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may by written notice given to the Administrative Senior Facility Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Senior Facility Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Senior Facility Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Senior Facility Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Senior Facility Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Senior Facility Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Senior Facility Agent; any such amounts received by the Administrative Senior Facility Agent shall be promptly remitted by the Administrative Senior Facility Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Senior Facility Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject to the terms and conditions set forth herein, from time to time during the Revolving Availability Period, each Swing Line Lender severally agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans made by such Swing Line Lender exceeding $10,000,000 its Swing Line Commitment, (ii) such Swing Line Lender’s Revolving Exposure exceeding its Revolving Commitment or (iiiii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the a Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the each Swing Line Lender of any such notice received from the Borrower. The Each Swing Line Lender shall make each its ratable portion of the requested Swing Line Loan (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available to the Borrower by means of a credit to the general deposit an account of the Borrower with the Swing Line Lender Administrative Agent designated for such purpose (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject The parties agree that for ease of administration and to the terms avoid frequent transfers of funds, Firstar may at its option and conditions set forth herein, the Swing Line Lender agrees from time to time make Swing Line Loans to the Borrower from Company without proportionate loans by the other Lenders. Notwithstanding any provision of this Agreement to the contrary: (i) The aggregate outstanding principal amount of all outstanding Swing Line Loans shall not exceed $2,500,000; (ii) The Company may request a Swing Line Loan by a telephonic request therefor to Firstar no later than 4 p.m., Milwaukee, Wisconsin time to time during on the requested Borrowing Date; (iii) Swing Line Loans shall be evidenced by the Revolving Availability Period in an aggregate principal amount Note payable to the order of Firstar; (iv) Swing Line Loans shall be Base Rate Loans; and (v) Swing Line Loans may be prepaid at any time outstanding in whole or in part without premium or penalty and all payments of principal and interest on Swing Line Loans shall be made to and retained by Firstar. Except as expressly set forth to the contrary in this Agreement, Swing Line Loans shall be governed by the provisions of this Agreement applicable to Revolving Loans. During any period that Swing Line Loans are outstanding, the Lenders agree that at any time upon the request of Firstar, each Lender will not result in (i) make a Revolving Loan to the Company by transferring to Firstar an amount equal to such Lender's Percentage of the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loanthen outstanding. Each Swing Line Loan Such transfer shall be an ABR Loan. Within the foregoing limits and subject considered a Revolving Loan by that Lender to the terms Company and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion payment of the Swing Line Loans by the Company to Firstar. If an Event of Default occurs while Swing Line Loans are outstanding. Such notice , each Lender agrees to purchase from Firstar a participation in such Swing Line Loans in an amount equal to such Lender's Percentage of the Administrative Agent shall specify the aggregate then outstanding principal amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely The Company and unconditionally agrees, upon receipt Firstar agree that the aggregate outstanding principal balance of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect reduced to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof$0 for at least one day each calendar week.

Swing Line Loans. (a) Subject to and upon the terms and conditions herein set forth herein(including the limitation set forth in Section 2.01), the Swing Line Lender agrees to make Swing Line Loans to the Borrower Borrower, from time to time during prior to the Revolving Availability Period Revolver/Multicurrency Maturity Date, Swing Line Loans in an aggregate principal amount outstanding at any time not to exceed the Swing Line Commitment then in effect. Borrower shall be entitled to repay and reborrow Swing Line Loans in accordance with the provisions, and subject to the limitations, set forth herein (including the limitation set forth in Section 2.01). (b) Each Swing Line Loan shall, at the option of Borrower, be made as a Base Rate Advance or Transaction Rate Advance. The aggregate principal amount of each Swing Line Borrowing shall be not less than $250,000 or a greater integral multiple of $1,000. At no time shall the number of Swing Line Borrowings outstanding that will not result under this Section 2.03 exceed three; PROVIDED THAT, for purposes of determining the number of Swing Line Borrowings outstanding, all Swing Line Borrowings consisting of Base Rate Advances shall be considered as one Swing Line Borrowing. (c) Whenever Borrower desires to make a Swing Line Borrowing, it shall give the Swing Line Lender (with a copy to the Agent) prior written notice (or telephonic notice promptly confirmed in writing) of such Swing Line Borrowing (ieach a "Swing Line Borrowing Notice") prior to 10:00 a.m. (local time for the Swing Line Lender) on the date of such Swing Line Borrowing. Each Swing Line Borrowing Notice shall specify the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Borrowing, the date of such Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date Borrowing (which shall be a Business Day) and amount of ), whether a Transaction Rate Quote is being requested and, if so, the requested Interest Period to be applicable thereto. If Borrower requests a Transaction Rate Quote as aforesaid, then prior to 12:00 noon (local time for the Swing Line Loan. The Administrative Agent will promptly advise Lender) on such date, the Swing Line Lender shall furnish Borrower (with a copy to the Agent) with a quotation of any the interest rate being offered with respect to such notice received from Swing Line Borrowing (whether expressed as a fixed rate of interest in effect for the BorrowerInterest Period applicable thereto or as a floating rate of interest based on a specified interest rate index and applicable margin for the Interest Period to be applicable thereto; in either case, a "Transaction Rate Quote") by telephone (promptly confirmed in writing) or by facsimile transmission. The Borrower shall immediately inform the Swing Line Lender (with a copy to the Agent) of its decision as to whether to accept the Transaction Rate Quote and to confirm the Swing Line Borrowing (which may be done by telephone, promptly confirmed in writing, and which decision shall be irrevocable). If Borrower has so informed the Swing Line Lender and confirmed the terms of the Swing Line Borrowing, then no later than 2:00 p.m. (local time for the Swing Line Lender) on such date, the Swing Line Lender shall make each the principal amount of the Swing Line Loan available to the Agent in immediately available funds at the Payment Office of the Agent, and the Agent will make available to Borrower such amount by means of a credit crediting such amount to Borrower's demand deposit account maintained with the Agent. In the event that the Swing Line Lender does not make such amount available to the general deposit account Agent at the time prescribed above, but such amount is received later that day, such amount may be credited to Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day). (d) Xxxxxxxx's obligations to pay the principal of, and interest on, the Swing Line Loans shall be evidenced by the records of the Borrower with Agent and the Swing Line Lender and by the Swing Line Note payable to the Swing Line Lender (or, in or the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date assignor of such Swing Line Loan. Lender) completed in conformity with this Agreement. (e) The outstanding principal amount under each Swing Line Lender may by written notice given to Loan shall be due and payable in full (i) on the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion expiration of the Swing Line Loans outstanding. Such notice Interest Period applicable to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely if outstanding as a Transaction Rate Advance, and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to (ii) on the Administrative Agent, for account Revolver/Multicurrency Maturity Date. (f) At any time on the request of the Swing Line Lender, such Revolving Lender’s Applicable Percentage each Lender other than the Swing Line Lender shall purchase a participating interest in all outstanding Swing Line Loans in an amount equal to its Pro Rata Share of such Swing Line Loans, and the Swing Line Lender shall furnish each Lender with a certificate evidencing such participating interest. Such purchase shall be made on the third Business Day after such request is made; PROVIDED, HOWEVER, that unless an Event of Default has occurred and is continuing on the date such request is made, the purchase of a participating interest in any Swing Line Loan outstanding as a Transaction Rate Advance shall not be required to be made until the expiration of the current Interest Period in effect for such Swing Line Loan. On the date of such required purchase, each Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received from any such Lender the funds for its participating interest in a Swing Line Loan, the Agent or Loansthe Swing Line Lender receives any payment on account thereof, the Agent or the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Xxxxxx's participating interest was outstanding and funded); PROVIDED, HOWEVER, that if such payment received by the Agent or the Swing Line Lender is required to be returned, such Lender will return to the Agent or the Swing Line Lender any portion thereof previously distributed by the Agent or the Swing Line Lender to it. Each Revolving Lender acknowledges and agrees that its Lender's obligation to acquire participations in Swing Line Loans pursuant to this paragraph is purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the Lender requesting such purchase or any other Person for any reason whatsoever, including (ii) the occurrence and continuance or continuation of a Default or reduction an Event of Default or the termination of any of the Commitments, and that each such payment shall be made without (iii) any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, adverse change in the same manner as provided condition (financial or otherwise) of Borrower, any of its Consolidated Subsidiaries, or any other Person, (iv) any breach of this Agreement by Borrower or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; PROVIDED, HOWEVER, that no such obligation shall exist (A) to the extent that the aggregate Swing Line Loans were advanced in Section 2.05 excess of the Swing Line Commitment then in effect, or (B) with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to any Swing Line Loan where the Swing Line Lender the amounts so received by it actually advanced to Borrower net proceeds from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, (and thereafter payments in respect of such therefore was not refunding a previous Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by Loan) at a time when (x) the Swing Line Lender from had actual knowledge that an Event of Default had occurred and then existed, and (y) the Borrower (or other party on behalf Required Lenders had not agreed to waive such Event of the Borrower) in respect Default for purposes of a funding such Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofLoan.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during from and including the Amendment Effective Date and prior to theits Revolving Availability Period Credit Maturity Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or 50,000,000, (ii) the total aggregate principal amount of the Swing Line Lender’s outstanding Swing Line Loans exceeding its Swing Line Commitment, or (iii) the sum of the Aggregate Outstanding Revolving Exposures Credit Exposure exceeding the total Aggregate Revolving CommitmentsCredit Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. The Borrower will repay in full each Swing Line Loan on or before the fifth (5th) Business Day after the Borrowing Date for such Swing Line Loan. (b) To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone or electronic mail (to such electronic mail addresses as the Administrative Agent shall specify) (in each case confirmed by telecopy), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swing Line Loan. Each such notice (a “Swing Line Borrowing Notice”) shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be an amount not less than $1,000,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the a general deposit account of the Borrower with the Swing Line Lender or wire transfer to an account designated by the Borrower (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.22(e), by remittance to the Issuing LenderLC Issuer) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may (and shall on the fifth (5th) Business Day after the Borrowing Date of each Swing Line Loan made by it that is then still outstanding) by written notice given to the Administrative Agent not later than 10:00 a.m.1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the its Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (ii) the occurrence and continuance or continuance, prior to or after the funding of any Swing Line Loan, of a Default or reduction Unmatured Default, (iii) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower or (iv) any other circumstance, happening or event whatsoever, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.11 with respect to Loans made by such Revolving Lender (and Section 2.07 Sections 2.11 and 2.21 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans in Dollars to the Borrower from time to time during prior to the Revolving Availability Period Commitment Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 the Swing Line Sublimit or (ii) the total Total Utilization of Revolving Exposures Commitments exceeding the total aggregate Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. . (b) To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopytelecopy or transmission by electronic communication), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Swingline Loan. Each such notice shall be in the form attached hereto as Exhibit A-1 and shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Swingline Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice of a request for a Swing Line Loan received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender or as separately agreed by the Borrower and the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.4(e), by remittance to the relevant Issuing LenderBank) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., a.m. (New York City time), on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.2 with respect to Loans made by such Revolving Lender (and Section 2.07 2.2 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make (a) Swing Line Loans to the Borrower from time to time during the Revolving Availability Period shall be made in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal minimum amount of outstanding Swing Line Loans exceeding $10,000,000 or 500,000 and integral multiples of $100,000 in excess of that amount. (iib) Whenever the total Revolving Exposures exceeding the total Revolving Commitments; provided Company desires that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Company shall notify the deliver to Administrative Agent a Notice of Borrowing no later than 12:00 p.m. (New York City time) on the proposed date of the making of such request by telephone Swing Line Loan. (confirmed by telecopy), c) The Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 12:00 noon2:00 P.M., New York City time, on the day applicable date of a proposed the making of such Swing Line LoanLoan by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Each Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such notice shall be irrevocable and shall specify Swing Line Loans available to the requested Company on the applicable date (which shall be a Business Day) and of the making of such Swing Line Loan by causing an amount of same day funds in Dollars equal to the requested proceeds of all such Swing Line Loan. The Loans received by Administrative Agent will promptly advise from the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to be credited to the Borrower by means of a credit to the general deposit account of the Borrower with Company at Administrative Agent’s Principal Office, or to such other account as may be designated in writing to Administrative Agent by the Company. (d) With respect to any Swing Line Loans which have not been voluntarily prepaid by the Company pursuant to Section 6.2.1 or repaid by the Company pursuant to Section 6.4(b), the Swing Line Lender may at any time in its sole and absolute discretion, deliver to Administrative Agent (or, in with a copy to the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(fCompany), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not no later than 10:00 11:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such at least one (1) Business Day in all or advance of the proposed date of the making of such Swing Line Loan, a notice (which shall be deemed to be a Notice of Borrowing given by the Company) requesting that each Lender holding a Commitment make Revolving Loans that are Base Rate Loans to the Company on such date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by Administrative Agent to the Swing Line Lender (and not to the Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Company, and such portion of the Swing Line Loans outstanding. Such notice deemed to the Administrative Agent be so paid shall specify the aggregate amount of no longer be outstanding as Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account but shall instead constitute part of the Swing Line Lender, ’s outstanding Revolving Loans to the Company. The Company hereby authorizes Administrative Agent and the Swing Line Lender to charge the Company’s accounts with Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Company from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 7.5. (e) If for any reason Revolving Loans are not made hereunder in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third (3rd) Business Day after demand for payment thereof by the Swing Line Lender, each Lender holding a Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one (1) Business Day’s notice from the Swing Line Lender, each Lender holding a Commitment shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of the Swing Line Lender. In order to evidence such participation each Lender holding a Commitment agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to the Swing Line Lender. In the event any Lender holding a Commitment fails to make available to the Swing Line Lender the amount of such Lender’s Applicable Percentage of such participation as provided in this paragraph, the Swing Line Loan or Loans. Each Revolving Lender acknowledges shall be entitled to recover such amount on demand from such Lender together with interest thereon for three (3) Business Days at the rate customarily used by the Swing Line Lender for the correction of errors among banks and agrees that its thereafter at the Base Rate, as applicable. (f) Notwithstanding anything contained herein to the contrary, each Lender’s obligation to acquire participations in make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to this the second preceding paragraph is and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default or reduction or termination of the Commitments(A) any set‑off, and that each such payment shall be made without any offsetcounterclaim, abatementrecoupment, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (defense or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line right which such Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall may have made their payments pursuant to this paragraph and to against the Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of an Unmatured Event of Default or Event of Default; (C) (i) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business, properties or prospects of the Loan Parties taken as their interests may appear. The purchase a whole, (ii) a material impairment of participations in the ability of any Loan Party to perform any of the Obligations under any Loan Document or (iii) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, that such obligations of each Lender are subject to the condition that the Swing Line Loan pursuant Lender had not received prior notice from the Company or the Required Lenders that any of the conditions under Section 12.2 to this paragraph shall the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans were not relieve satisfied at the Borrower of any default in the payment thereof.time such Refunded Swing Line Loans or unpaid Swing Line Loans were made

Swing Line Loans. Subject (a) As a convenience to the terms and conditions set forth hereinBorrower, the Swing Line Lender agrees to Lender, in its sole discretion, may make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period for the Revolving Credit Facility, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 the Swing Line Sublimit or (ii) the sum of the total Revolving Credit Exposures exceeding the total Aggregate Revolving Credit Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Swing Line Lender may make and the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a . (b) Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice Loans shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan made available to the Borrower by means of a credit to the general a deposit account of the Borrower with the Swing Line Lender (or, in pursuant to arrangements mutually acceptable to the case of a Borrower and the Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender. (c) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.6 with respect to Loans made by such Revolving Lender (and Section 2.07 2.6 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) Notwithstanding anything to the contrary contained in this Agreement, this Section 2.4 shall be subject to the terms and conditions of Section 2.19 and Section 2.20.

Swing Line Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, the Swing Line Lender Bank agrees to make Swing Line Loans to the Borrower until the Termination Date in such amounts as the Borrower may from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding request; provided, however, that will not result in (i) the aggregate principal amount of outstanding all -------- ------- Swing Line Loans exceeding $10,000,000 or shall not exceed the Swing Line Sublimit, (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender Outstanding Obligations of each Bank shall not be required to make exceed such Bank's Commitment and (iii) the Outstanding Obligations of all Banks shall not exceed the combined Commitments at any time. This is a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and revolving credit and, subject to the foregoing and the other terms and conditions set forth hereinhereof, the Borrower may borrow, prepay and reborrow Swing Line LoansLoans as set forth herein without premium or penalty; provided, however, that Swing Line Bank may terminate or suspend the Swing Line at any time in its sole discretion upon notice to the Borrower. To Each Swing Line Loan shall bear interest at a rate equal to the rate applicable to Base Rate Loans and shall be in Dollars. (c) Each Swing Line Loan shall bear interest at a fluctuating rate per annum equal to the rate of interest payable on Base Rate Loans and interest shall be payable upon demand of the Swing Line Bank and on the Termination Date. The Swing Line Bank shall be responsible for invoicing the Borrower (or notifying Administrative Agent to so invoice the Borrower) for such interest. The interest payable on Swing Line Loans is solely for the account of the Swing Line Bank, except following any funding of a risk participation under clause (f) below. (d) The Borrower shall repay each Swing Line Loan on the earliest of (i) the fifth Business Day after it is made, (ii) upon demand made by Swing Line Bank and (iii) the Termination Date. The Borrower shall repay the principal amount of each Swing Line Loan by payment directly to Swing Line Bank or by Swing Line Bank debiting the Borrower's deposit account at Swing Line Bank not later than 8:00 a.m. San Francisco time for payments hereunder. If the conditions precedent set forth in Section 5.2 can be ----------- satisfied, the Borrower may request a Borrowing of Committed Loans to repay Swing Line Bank pursuant to Section 2.1, or, failing to make such request, ----------- the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans on such payment date pursuant to subsection (f) below. Swing Line Bank shall promptly notify Administrative Agent of each Swing Line Loan and each payment thereof. (e) If the Borrower fails to timely make any principal of or interest payment on any Swing Line Loan, the Borrower Swing Line Bank shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on fact and the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loanunpaid amount. The Administrative Agent will shall promptly advise the Swing Line Lender notify each Bank of any its Pro Rata Share of such notice received from the Borroweramount by 8:30 a.m. (San Francisco time). The Swing Line Lender Each Bank shall make each Swing Line Loan available funds in an amount equal to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date its Pro Rata Share of such Swing Line Loan. The Swing Line Lender may by written notice given amount available to the Administrative Agent at the Administrative Agent's Payment Office not later than 10:00 a.m., New York City the 11:00 a.m. (San Francisco time, ) for payments hereunder on any the following Business Day require the Revolving Lenders Day. The obligation of each Bank to acquire participations on make such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent payment shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is be absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a an Event of Default or reduction any other occurrence or termination of the Commitments, and that each event. Any such payment shall not relieve or otherwise impair the obligation of the Borrower to repay the Swing Line Bank for any amount of Swing Line Loans, together with interest as provided herein. (f) If the conditions precedent set forth in Section 5.2 can be made ----------- satisfied on any date the Borrower is obligated to, but fails to, repay a Swing Line Loan, the funding by Banks pursuant to the previous subsection shall be deemed to be a Borrowing of Base Rate Loans (without any offsetregard to the minimum amount therefor) deemed requested by the Borrower. If the conditions precedent set forth in Section 5.2 cannot be satisfied on the ----------- date the Borrower is obligated to make, abatementbut fails to make, withholding or reduction whatsoever. Each Revolving Lender such payment, the funding by Banks pursuant to the previous subsection shall comply with be deemed to be a funding by each Bank of its obligation under this paragraph by wire transfer participation in such Swing Line Loan, and each Bank making such funding shall thereupon acquire a pro rata participation, to the extent of immediately available fundsits payment, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations claim of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify Bank against the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan payment and shall be share, in accordance with that pro rata participation, in any payment made by the Borrower with respect to the Administrative Agent and not to the Swing Line Lendersuch claim. Any amounts received made available by a Bank under its risk participation shall be payable by the Swing Line Lender from the Borrower (or other party on behalf upon demand of the Borrower) in respect of Administrative Agent, and shall bear interest at a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted rate per annum equal to the Administrative Agent; any such amounts received by Base Rate plus the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofApplicable Margin plus 2% per annum.

Swing Line Loans. Subject (a) By written or telephonic notice, promptly followed (within one Business Day), in the case of telephonic notice, by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than on or before 12:00 noonp.m., New York City time, on the day of a Business Day the proposed Swing Line Loan. Each such notice shall Loan is to be irrevocable and shall specify made, the requested date (which shall be Borrower may from time to time irrevocably request that a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise Loan be made by the Swing Line Lender in a minimum principal amount of $100,000 or any such notice received from the Borrowerlarger integral multiple of $50,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The Swing Line Lender shall make proceeds of each Swing Line Loan shall be made available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (orLender, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date Business Day the initial written or telephonic notice is received by it as provided in this clause, to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor. (b) If any Default shall occur and be continuing, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid in full, make a Revolving Loan (which shall initially be funded as a Base Rate Loan. The ) in an amount equal to such Lender’s Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”); provided, however, that the Swing Line Lender may by written notice given shall not request, and no Lender with a Revolving Loan Commitment shall make, any such Revolving Loan if, after giving effect to the Administrative Agent not later than 10:00 making of the applicable Refunded Swing Line Loan, the sum of all outstanding Revolving Loans, plus the aggregate amount of all Letter of Credit Outstandings and all Swing Line Loans outstanding, exceeded the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m., New York City time, on any the first Business Day require following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Lenders to acquire participations on such Business Day Loan Commitment shall deposit in all or a portion of an account specified by the Swing Line Loans outstandingLender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. Such notice At the time the aforementioned Lenders make the above referenced Revolving Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loan in an amount equal to the Administrative Agent shall specify Swing Line Lender’s Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of the Refunded Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesUpon the making (or deemed making, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account case of the Swing Line Lender, such ) of any Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is clause, the amount so funded shall become outstanding as a Revolving Loan of such Lender and to the extent made (or deemed made, in the case of the Swing Line Lender) shall no longer constitute a portion of the applicable Swing Line Loan. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default or reduction or termination of the Commitments(i) any set-off, and that each such payment shall be made without any offsetcounterclaim, abatementrecoupment, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (defense or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line right which such Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall may have made their payments pursuant to this paragraph and to against the Swing Line Lender, as their interests may appear. The purchase the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of participations any Default; (iii) any adverse change in a the condition (financial or otherwise) of the Borrower or any other Obligor; (iv) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan pursuant to this paragraph shall not relieve Document by the Borrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of any default in the payment thereofforegoing.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees agrees, in its sole discretion, to make Swing Line Loans denominated in dollars to the Borrower from time to time during the Revolving Availability Period Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or the Swing Line Commitment, (ii) the total Aggregate Revolving Exposures Credit Exposure exceeding the total Revolving Aggregate Commitments; provided that the Swing Line Lender shall not be required to to, but may make a Swing Line Loan Loans, in its sole discretion, to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR LoanLoans and (iii) Fronting Exposure. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. Each Swing Line Borrowing shall be in an amount that is not less than $1,000,000 or an integral multiple of $500,000 in excess thereof. (b) To request a Swing Line LoanBorrowing, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line LoanBorrowing. Each such notice Loan Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line LoanBorrowing. The Administrative Agent will promptly advise the Swing Line Lender of any such notice Loan Notice received from the Borrower. The Swing Line Lender shall shall, subject to satisfaction of the conditions set forth in Section 4.02, make each the Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. Borrowing. (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the such Swing Line Lender’s Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsfunds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan), in the same manner as provided in Section 2.05 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Borrowing Request, to Scotiabank on or before 12:00 noon, New York time, on the terms and conditions set forth hereinBusiness Day the proposed Swing Line Loan is to be made, the Swing Line Lender agrees to make Swing Line Loans to the Borrower may from time to time during the Revolving Availability Period irrevocably request that Swing Line Loans be made by Scotiabank in an aggregate minimum principal amount at any time outstanding that will of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not result be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by Scotiabank, by its close of business on the Business Day telephonic notice is received by it as provided in this clause to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days; (ii) any Swing Line Loan is or will be outstanding on a date when the Borrower requests that a Revolving Loan be made; or (iii) any Default shall occur and be continuing, each Revolving Loan Lender (other than Scotiabank) irrevocably agrees that it will, at the request of Scotiabank, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans exceeding $10,000,000 or (ii) hereinafter referred to as the total Revolving Exposures exceeding the total Revolving Commitments; provided that the "Refunded Swing Line Loans"). On or before 1:00 p.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall not be required to make a Swing Line Loan to refinance deposit in an outstanding Swing Line Loan. Each Swing Line Loan account specified by Scotiabank the amount so requested in same day funds and such funds shall be an ABR Loan. Within applied by Scotiabank to repay the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Refunded Swing Line Loans. To request a At the time the aforementioned Lenders make the above referenced Revolving Loans, Scotiabank shall be deemed to have made, (in consideration of the making of the Refunded Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopyLoans), not later than 12:00 noon, New York City time, on Revolving Loans in an amount equal to Scotiabank's Percentage of the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line LoanLoans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender making (oror deemed making, in the case of a Swing Line Scotiabank) of any Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such Revolving Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the 's Revolving Lenders to acquire participations on such Business Day in all or a portion of Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans outstanding. Such notice made (or deemed made, in the case of Scotiabank) pursuant to this clause shall be appropriately adjusted to reflect the Administrative Agent shall specify the aggregate amount period of time during which Scotiabank had outstanding Swing Line Loans in respect of which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or LoansLoans were made. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above Loan Lender's obligation to make the Revolving Loans referred to in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is clause shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Scotiabank, any Obligor or any Person for any reason whatsoever; (ii) the occurrence and or continuance of a Default any Default; (iii) any adverse change in the condition (financial or reduction otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer making of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan; (v) any breach of this Agreement or any other Loan acquired pursuant Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf any of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Agent shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent and the Swing Line Lender), a duly completed and executed Notice of such request by telephone (confirmed by telecopy)Borrowing to the Administrative Agent and the Swing Line Lender, not later than 12:00 noon, New York City timetime (or such later time as the Administrative Agent may agree in its sole discretion), on the day Business Day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan shall be an ABR Loan (and may not be converted into a Eurodollar Loan). The Swing Line Lender shall make each Swing Line Loan available to the relevant Borrower by means of a credit to the general deposit account of the relevant Borrower with the Swing Line Lender Lender, if any, or otherwise to an account as directed by the Borrower Agent in the applicable Notice of Borrowing (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)expressly permitted herein, by remittance to the Issuing Lender) Bank). The Swing Line Lender shall endeavor to fund each Swing Line Loan by 3:00 p.m., New York City time and shall in all events fund each Swing Line Loan validly requested in accordance with the terms hereof by no later than 5:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Borrower Agent shall not request a Swing Line Lender may by written notice given Loan if at the time of or immediately after giving effect to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on Borrowing contemplated by such Business Day in all request a Default or a portion Event of the Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Loans outstandingshall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount. Such Without in any way limiting the obligation of the Borrower Agent to confirm in writing any telephonic notice to the Administrative Agent shall specify the aggregate amount of any Borrowing or prepayment of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such noticeLoans, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests the case may appear. The purchase be, may act without liability upon the basis of participations in a telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swing Line Loan pursuant Lender, as the case may be, in good faith to this paragraph shall not relieve be from a Responsible Officer of the Borrower Agent, prior to receipt of any default in written confirmation. In each such case, the payment thereofBorrowers hereby waive the right to dispute the Administrative Agent’s or the Swing Line Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Swing Line Loans, as the case may be, absent manifest error.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)20, by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 29 with respect to Loans made by such Revolving Lender (and Section 2.07 43 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject (a) During the Availability Period, subject to the terms and conditions set forth hereinhereof, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time in the aggregate amount up to time during but not exceeding the Revolving Availability Period Swing Line Sublimit; provided that after giving effect to the making of any Swing Line Loan, in an aggregate principal amount at any time outstanding that will not result in no event shall (i) the aggregate principal amount Total Utilization of outstanding Swing Line Loans exceeding $10,000,000 Commitments exceed the Aggregate Available Commitment Amount then in effect or (ii) unless otherwise agreed to in writing by the total Swing Line Lender, the aggregate amount of Swing Line Loans, Revolving Exposures exceeding Loans and Letters of Credit issued by the total Revolving CommitmentsSwing Line Lender exceed the Swing Line Lender’s Aggregate Available Commitment Amount hereunder; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall Amounts borrowed pursuant to this Section 2.3 may be an ABR Loan. Within repaid and reborrowed during the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the BorrowerAvailability Period. The Swing Line Lender Lender’s Commitment shall make each expire on the Commitment Termination Date and all Swing Line Loan available Loans and all other amounts owed hereunder with respect to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, Loans and the Commitments shall be paid in the case full no later than such date. Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; provided that a Swing Line Loan made may be in an aggregate amount that is required to finance the reimbursement of an LC Disbursement a Letter of Credit drawing as provided in contemplated by Section 2.04(f2.4(d), by remittance to the Issuing Lender. (b) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of the Swing Line Loans in which Revolving the Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that, in making any Swing Line Loan, the Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.2, unless, at least one Business Day prior to the time such Swing Line Loan was made, the Required Lenders or the Borrower shall have notified the Swing Line Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.2(b), (c) or (d) would not be satisfied if such Swing Line Loan were then made (it being understood and agreed that, in the event the Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Lender further acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.6 with respect to Loans made by such Revolving Lender (and Section 2.07 2.6 shall apply, mutatis mutandis, to the payment obligations of the Revolving LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party Person on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of its obligation to repay such Swing Line Loan. (c) The Swing Line Xxxxxx may resign as Swing Line Lender upon 30 days prior written notice to the Administrative Agent, the Lenders and the Borrower. The Swing Line Lender may be replaced at any default time by written agreement among the Borrower, the Administrative Agent and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swing Line Lender. At the time any such replacement or resignation shall become effective, (i) the Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender, (ii) upon such prepayment, the resigning or removed Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (iii) the Borrower shall issue, if so requested by the successor Swing Line Loan Lender, a new Swing Line Note to the successor Swing Line Lender, in the payment thereofprincipal amount of the Swing Line Sublimit then in effect and with other appropriate insertions. From and after the effective date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the context shall require.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Agent shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent and the Swing Line Lender), a duly completed and executed Notice of such request by telephone (confirmed by telecopy)Borrowing to the Administrative Agent and the Swing Line Lender, not later than 12:00 noon, New York City timeCincinnati, Ohio time (or such later time as the Administrative Agent may agree in its sole discretion), on the day Business Day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan shall be an ABR Loan (and may not be converted into a EurodollarTranche Rate Loan). The Swing Line Lender shall make each Swing Line Loan available to the relevant Borrower by means of a credit to the general deposit account of the relevant Borrower with the Swing Line Lender Lender, if any, or otherwise to an account as directed by the Borrower Agent in the applicable Notice of Borrowing (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)expressly permitted herein, by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line LoanBank). The Swing Line Lender may shall endeavor to fund each Swing Line Loan by written notice given 3:00 p.m., Cincinnati, Ohio time and shall in all events fund each Swing Line Loan validly requested in accordance with the terms hereof by no later than the immediately following Business Day. The Borrower Agent shall not request a Swing Line Loan if at the time of or immediately after giving effect to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on Borrowing contemplated by such Business Day in all request a Default or a portion Event of the Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Loans outstandingshall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount. Such Without in any way limiting the obligation of the Borrower Agent to confirm in writing any telephonic 45 notice to the Administrative Agent shall specify the aggregate amount of any Borrowing or prepayment of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such noticeLoans, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests the case may appear. The purchase be, may act without liability upon the basis of participations in a telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swing Line Loan pursuant Lender, as the case may be, in good faith to this paragraph shall not relieve be from a Responsible Officer of the Borrower Agent, prior to receipt of any default in written confirmation. In each such case, the payment thereofBorrowers hereby waive the right to dispute the Administrative Agent’s or the Swing Line Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Swing Line Loans, as the case may be, absent manifest error.

Swing Line Loans. Subject (i) As it is understood that the purpose for the Swing Line Loan is to the terms and conditions set forth hereinfund AGCO’s operating account, the Swing Line Lender agrees Loans and repayments to make the Swing Line Bank may be made on a sweep basis, requiring no formal notification from AGCO. The Swing Line Bank may at its discretion, upon three (3) business days’ written notice to AGCO, choose to require written notification of Swing Line Loans from AGCO, but is not required to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at do so. At any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request Bank makes a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone each Lender (confirmed by telecopy), not later other than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of Bank) shall be deemed, without further action by any Person, to have purchased from the Swing Line Bank an unfunded participation in any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available in an amount equal to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loansand shall be obligated to fund such participation as a Revolving Loan at such time and in the manner provided below. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute participate in, purchase and fund such participating interests shall be absolute, irrevocable and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Bank or any other Person for any reason whatsoever, including ; (2) the occurrence and or continuance of a Default or reduction an Event of Default or the termination of the Commitments; (3) any adverse change in the condition (financial or otherwise) of AGCO or any other Person; (4) any breach of this Agreement by any Borrower or any other Lender; or (5) any other circumstance, and that happening or event whatsoever, whether or not similar to any of the foregoing. Each Borrower hereby consents to each such payment shall be made without any offset, abatement, withholding or reduction whatsoeversale and assignment. Each Revolving Lender shall comply with agrees to fund its obligation under this paragraph Pro Rata Share of an outstanding Swing Line Loan on (x) the Business Day on which demand therefor is made by wire transfer the Swing Line Bank, provided that such demand is made not later than 11:00 A.M. (New York City time) on such Business Day, or (y) the first Business Day next succeeding such demand if such demand is made after such time. Upon any such assignment by the Swing Line Bank to any other Lender of immediately available fundsa participation in a Swing Line Loan, in the same manner as provided in Section 2.05 Swing Line Bank represents and warrants to such other Lender that it is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Loan, the Loan Documents or the Borrowers. If and to the extent that any Lender shall not have so made the amount of such participation in such Swing Line Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of request by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a U.S. Dollar Loans made by such Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Loan made by the Swing Line Bank shall be reduced by such amount on such Business Day. (and Section 2.07 ii) Unless the Swing Line Lender is the Administrative Agent, the Swing Line Lender shall apply, mutatis mutandis, provide to the payment obligations Administrative Agent, on Friday of each week and on each date the Revolving Lenders)Administrative Agent notifies the Swing Line Lender that any Borrower has made a borrowing request or the Administrative Agent otherwise requests the same, an accounting for the outstanding Swing Line Loans in form reasonably satisfactory to the Administrative Agent. At any time that the Unused Commitment is less than U.S. $15,000,000, the Swing Line Sublimit shall be reduced temporarily to such lesser amount; and (iii) Unless a Default or an Event of Default then exists, the Swing Line Lender shall give AGCO and the Administrative Agent shall promptly pay at least seven (7) days’ prior written notice before exercising its discretion herein not to the make Swing Line Lender the amounts so received by it from the Revolving LendersLoans. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made AGCO must give ten (10) days’ prior written notice to the Administrative Agent and not to of any change in designation of the Swing Line Lender. Any amounts received by the The replaced Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of shall continue to be a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the “Swing Line Lender, as their interests may appear. The purchase ” for purposes of participations in a repayment of any Swing Line Loan pursuant Loans made prior to this paragraph shall not relieve the Borrower of any default in the payment thereofsuch replacement and outstanding after such replacement.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans in Dollars to the Borrower from time to time during prior to the Revolving Availability Period Commitment Termination Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 the Swing Line Sublimit or (ii) the total Total Utilization of Revolving Exposures Commitments exceeding the total aggregate Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. . (b) To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopytelecopy or transmission by electronic communication), not later than 12:00 noon, New York City time, on the day of a proposed Swing SwinglineSwing Line Loan. Each such notice shall be in the form attached hereto as Exhibit A-1 and shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing SwinglineSwing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice of a request for a Swing Line Loan received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender or as separately agreed by the Borrower and the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.4(e), by remittance to the relevant Issuing LenderBank) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., a.m. (New York City time), on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.2 with respect to Loans made by such Revolving Lender (and Section 2.07 2.2 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. (i) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender if necessary to meet Borrower's funding deadlines, BofA agrees to make Swing Line Loans to Borrower at any time prior to the Borrower from time Revolver Maturity Date, not to time during the Revolving Availability Period in exceed an aggregate principal amount at any one time outstanding that will not result in equal to the lesser of (iA) $30,000,000, and (B) the aggregate principal amount of outstanding Total Available Commitments. Swing Line Loans exceeding $10,000,000 or shall constitute Loans for all purposes hereunder. (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make Each request for a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be in an ABR Loanamount equal to $1,000,000 or a greater integral multiple of $50,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Loan by submitting a Borrowing Notice to Agent of such request and BofA. Such Borrowing Notice must be received by telephone (confirmed by telecopy), not Agent and BofA no later than 12:00 noon, New York City time, 2:00 p.m. on the day of a proposed specified borrowing date for such Swing Line Loan. Each Provided that Borrower shall have given telephonic notice to Agent and BofA no later than 2:00 p.m. on the specified borrowing date for such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender Loan BofA shall make each such Swing Line Loan available to the Borrower by means deposit in such of Borrower's accounts with BofA in Los Angeles, California, as Borrower designates in writing, on or before at 3:00 p.m. on such borrowing date. (iii) If necessary to meet Borrower's funding deadlines, Agent may treat any Borrowing Notice as a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of request for a Swing Line Loan made to finance the reimbursement of an LC Disbursement from Borrower and BofA may fund it as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such a Swing Line Loan. The Within 2 Business Days after each Swing Line Loan is funded, BofA and Agent shall request that each Lender, and each Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City timeshall, on any the first (1st) Business Day require the Revolving Lenders to acquire participations on after such Business Day in all request is made, prepay one or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of more Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of an amount equal to such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable 's Commitment Percentage of such Swing Line Loans by funding under such Lender's Note, such purchase to be made in accordance with the terms of Section 2.3 of this Agreement just as if such Lender were funding a Base Rate Loan or Loans. Each Revolving Lender hereby absolutely directly to Borrower under its Note (such that all Lenders other than BofA shall fund only under their respective Notes and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of not under the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Loan Note). Unless BofA had actual knowledge when BofA funded a Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its Borrower had not satisfied the conditions in this Agreement to obtain a borrowing, each Lender's obligation to acquire participations in prepay the Swing Line Loans pursuant to this paragraph is shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default or reduction or termination of the Commitmentsincluding, and that each such payment shall be made without limitation (i) any offsetset-off, abatementcounterclaim, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsrecoupment, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall applydefense, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line right which such Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; or any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.other

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.07, may in its sole discretion make Swing Line Loans to the Borrower from time to time during from and including the Closing Date and prior to its Revolving Availability Period Credit Maturity Date, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of the Swing Line Lender’s outstanding Swing Line Loans exceeding $10,000,000 or its Swing Line Commitment, (ii) the total sum of the Aggregate Outstanding Revolving Exposures Credit Exposure exceeding the total Aggregate Revolving CommitmentsCredit Commitment or (iii) any Revolving Lender’s Outstanding Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Credit Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. The Borrower will repay in full each Swing Line Loan on or before the tenth (10th) Business Day after the Borrowing Date for such Swing Line Loan. (b) To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone or electronic mail in a form acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by an Authorized Officer of the Borrower (to such telephone number or electronic mail addresses as the Administrative Agent shall specify) (in each case confirmed by telecopydelivery by telecopy to the Swing Line Lender and the Administrative Agent of the Swing Line Borrowing Notice), not later than 12:00 noon1:00 p.m., New York City time, on the day of a proposed Swing Line Loan; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Swing Line Borrowing Notice. Each such notice (a “Swing Line Borrowing Notice”) shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be an amount not less than $1,000,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Unless the Swing Line Lender shall has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make each such Swing Line Loan as a result of the limitations set forth in the first sentence of Section 2.07(a) or (B) that one or more of the applicable conditions specified in Article 4 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make such Swing Line Loan available to the Borrower by means of a credit to the a general deposit account of the Borrower with the Swing Line Lender or wire transfer to an account designated by the Borrower (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.22(e), by remittance to the Issuing LenderLC Issuer) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (c) The Swing Line Lender at any time in its sole and absolute discretion may (and shall on the tenth (10th) Business Day after the Borrowing Date of each Swing Line Loan made by it that is then still outstanding) by written notice given to the Administrative Agent not later than 10:00 a.m.1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the its Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage Pro Rata Share of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (ii) the occurrence and continuance or continuance, prior to or after the funding of any Swing Line Loan, of a Default or reduction Unmatured Default, (iii) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower or (iv) any other circumstance, happening or event whatsoever, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.11 with respect to Loans made by such Revolving Lender (and Section 2.07 Sections 2.11 and 2.21 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject (a) By utilizing a form of electronic communication that has been approved by the Administrative Agent and the Swing Line Lender the Borrower may irrevocably request, on or before 2:00 p.m. (New York City time) on any Business Day a proposed Swing Line Loan is to be made, that Swing Line Loans be made by the Swing Line Lender in any minimum or multiple amount. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into Eurodollar Rate Loans. Promptly following confirmation from the Administrative Agent to the terms Swing Line Lender that all the conditions for making a Swing Line Loan have been satisfied, the proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by its close of business on the Business Day in which it receives such confirmation from the Administrative Agent, to the Borrower, by wire transfer in accordance with the written instructions provided to the Swing Line Lender by the Borrower. (b) If: (i) requested at any time by the Swing Line Lender (as communicated to the Administrative Agent and conditions set forth hereinthe Borrower) in its sole discretion; (ii) any Swing Line Loan is or will be outstanding on a date when the Borrower requests that a Revolving Loan be made; or (iii) any Default or Event of Default shall occur and be continuing; each Revolving Lender (other than the Swing Line Lender) irrevocably agrees that it will, promptly following notice from the Administrative Agent to the Revolving Lenders of the occurrence of any of the events referred to in the preceding clauses (i) through (iii) (which notice the Administrative Agent agrees to provide promptly for and on behalf of the Swing Line Lender), make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Revolving Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 10:00 a.m. (New York City time) on the first Business Day following the occurrence of one of the foregoing (provided, however, that if any Revolving Lender shall receive such notice at or prior to 10:00 a.m. (New York City time) on a Business Day such funding shall be made by such Revolving Lender on or before 2:00 p.m. (New York City time) on such Business Day), each such Revolving Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Revolving Lenders make the above referenced Revolving Loans, the Swing Line Lender agrees shall be deemed to make have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause (b), the amount so funded shall become outstanding under such Revolving Lender’s Revolving Note and shall no longer be owed under the Swing Line Note. The Borrower hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s accounts with the Administrative Agent and the Swing Line Lender in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the Borrower from time to time during extent the proceeds of the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) Loans made by the aggregate principal amount of outstanding Lenders, including the Revolving Loan deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. All interest payable with respect to any Revolving Loans exceeding $10,000,000 made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (iib) shall be appropriately adjusted to reflect the total period in respect of which such Revolving Exposures exceeding Loans were made. In the total event any Revolving Commitments; Lender fails to fund when due as herein provided that its Refunded Swing Line Loan, the Swing Line Lender shall not be required entitled to make a Swing Line Loan to refinance an outstanding Swing Line Loanrecover such amount on demand from such Revolving Lender together with interest at the Federal Funds Rate for the first day following the due date and thereafter at the Alternate Base Rate plus the Applicable Margin. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each obligation to make the Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above Loans referred to in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is clause (b) shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default or reduction or termination of the Commitmentsincluding, and that each such payment shall be made without limitation, (A) any offsetset-off, abatementcounterclaim, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsrecoupment, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (defense or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line right which such Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall may have made their payments pursuant to this paragraph and to against the Swing Line Lender, as their interests may appear. The purchase the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of participations in a any Default or Event of Default; (C) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (D) any breach of this Agreement or any other Loan pursuant Document by the Borrower, any Lender or the Administrative Agent; or (E) any other circumstance, happening or event whatsoever, whether or not similar to this paragraph shall not relieve any of the Borrower of any default in the payment thereofforegoing.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Agent shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent and the Swing Line Lender), a duly completed and executed Notice of such request by telephone (confirmed by telecopy)Borrowing to the Administrative Agent and the Swing Line Lender, not later than 12:00 noon, New York City timeCincinnati, Ohio time (or such later time as the Administrative Agent may agree in its sole discretion), on the day Business Day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan shall be an ABR Loan (and may not be converted into a Tranche Rate Loan). The Swing Line Lender shall make each Swing Line Loan available to the relevant Borrower by means of a credit to the general deposit account of the relevant Borrower with the Swing Line Lender Lender, if any, or otherwise to an account as directed by the Borrower Agent in the applicable Notice of Borrowing (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)expressly permitted herein, by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line LoanBank). The Swing Line Lender may shall endeavor to fund each Swing Line Loan by written notice given 3:00 p.m., Cincinnati, Ohio time and shall in all events fund each Swing Line Loan validly requested in accordance with the terms hereof by no later than the immediately following Business Day. The Borrower Agent shall not request a Swing Line Loan if at the time of or immediately after giving effect to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on Borrowing contemplated by such Business Day in all request a Default or a portion Event of the Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Loans outstandingshall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount. Such Without in any way limiting the obligation of the Borrower Agent to confirm in writing any telephonic notice to the Administrative Agent shall specify the aggregate amount of any Borrowing or prepayment of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such noticeLoans, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests the case may appear. The purchase be, may act without liability upon the basis of participations in a telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swing Line Loan pursuant Lender, as the case may be, in good faith to this paragraph shall not relieve be from a Responsible Officer of the Borrower Agent, prior to receipt of any default in written confirmation. In each such case, the payment thereofBorrowers hereby waive the right to dispute the Administrative Agent’s or the Swing Line Lenxxx’x record of the terms of such telephonic notice of such Borrowing or prepayment of Swing Line Loans, as the case may be, absent manifest error.

Swing Line Loans. Subject to the terms and conditions set forth herein, The Borrower may borrow under the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time Commitment on any Business Day during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinCommitment Period, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, provided that the Borrower shall notify the Administrative Agent of such request and the Swing Line Lender (by telephone (or telecopy confirmed promptly, and in any event within five Business Days, by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify delivery to the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise and the Swing Line Lender of any such notice received from a Borrowing Request manually signed by the Borrower) no later than: 12:00 noon, on the requested Borrowing Date, in the case of Swing Line Negotiated Rate Advances and 3:00 p.m. on the requested Borrowing Date, in the case of Swing Line ABR Advances, specifying a. the aggregate principal amount to be borrowed under the Swing Line Commitment, b. the requested Borrowing Date, x. xxxther such borrowing is to consist of one or more Swing Line Negotiated Rate Advances, Swing Line ABR Advances, or a combination thereof and d. the length of the Swing Line Interest Period for each Swing Line Loan, provided, however, that no Swing Line Interest Period selected in respect of any Swing Line Loan shall end after the Swing Line Termination Date. The Swing Line Lender shall make each Swing Line Loan available will then, subject to its determination that the Borrower by means terms and conditions of a credit to the general deposit account of the Borrower with the Swing Line Lender (orthis Agreement have been satisfied and, in the case of a Swing Line Loan made Negotiated Rate Advance, subject to finance its agreement with the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, Borrower on the Negotiated Rate to be applicable thereto, make the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given amount available promptly on that same day, to the Administrative Agent not later than 10:00 a.m.who, New York City timethereupon, will promptly make such amount available to the Borrower at the office of the Administrative Agent specified in Section 11.2 by crediting the account of the Borrower on any Business Day require the Revolving Lenders books of such office of the Administrative Agent. Each borrowing of Swing Line Loans shall be in an aggregate principal amount equal to acquire participations on $500,000 or such Business Day amount plus a whole multiple of $100,000 in all or a excess thereof or, if less, the unused portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofCommitment Amount.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within three Business Days) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower on or before 11:00 a.m., New York time, on a Business Day, WWI may from time to time during irrevocably request that Swing Line Loans be made by the Revolving Availability Period Swing Line Lender in an aggregate minimum principal amount at any time outstanding of $200,000 and an integral multiple of $100,000. Each request by WWI for a Swing Line Loan shall constitute a representation and warranty by WWI that will on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in Section 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not result be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by its close of business on the Business Day telephonic notice is received by it as provided in the preceding sentences, to WWI by wire transfer to the accounts WWI shall have specified in its notice therefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four full Business Days or (ii) after giving effect to any request for a Swing Line Loan or a Revolving Loan the aggregate principal amount of outstanding Revolving Loans and Swing Line Loans exceeding $10,000,000 or (ii) outstanding to the total Swing Line Lender, together with the Swing Line Lender's Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender's Percentage of the Revolving Exposures exceeding Loan Commitment Amount, the total Swing Line Lender, at any time in its sole and absolute discretion may request each Lender that has a Revolving Commitments; provided that Loan Commitment, and each such Lender, including the Swing Line Lender shall not be required hereby agrees, to make a Revolving Loan (which shall always be initially funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the amount of the Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans ("Refunded Swing Line Loans") outstanding on the date such notice is given. To On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request a to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Loan, the Borrower Lender) shall notify deposit in an account specified by the Administrative Agent of to the Lenders from time to time the amount so requested in same day funds, whereupon such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice funds shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available immediately delivered to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in and not WWI) and applied to repay the case of a Refunded Swing Line Loan made to finance Loans. On the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice day such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesLoans are made, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable 's Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the Refunded Swing Line Loans shall be deemed to be paid. Upon the making of any Revolving Loan pursuant to this paragraph is clause, the amount so funded shall become due under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. Each Lender's obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, WWI or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of WWI or any other Obligor, subsequent to the date of the making of a Default Swing Line Loan; (iv) the acceleration or reduction maturity of any Loans or the termination of the CommitmentsRevolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by WWI, and any other Obligor or any other Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that each such payment shall be made without (i) WWI or any offset, abatement, withholding Subsidiary is subject to any bankruptcy or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner insolvency proceedings as provided in Section 2.05 9.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with respect a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to Loans made such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, pursuant to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay preceding clause by paying to the Swing Line Lender on the amounts so received by it from the date on which such Lender would otherwise have been required to make a Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the Administrative Agent preceding clause. From and not to after the Swing Line Lender. Any amounts received by the Swing Line date on which any Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations purchases an undivided participation interest in a Swing Line Loan pursuant to this paragraph clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to WWI, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not relieve be obligated to make any Swing Line Loans if it has elected after the Borrower occurrence of any default a Default not to make Swing Line Loans and has notified WWI in writing or by telephone of such election. The Swing Line Lender shall promptly give notice to the payment thereofLenders of such election not to make Swing Line Loans.

Swing Line Loans. Subject In addition to the other options available to the Borrower hereunder, up to $80,000,000 shall be available for Swing Line Loans subject to the following terms and conditions set forth herein, conditions. Swing Line Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.10 hereof. All Swing Line Loans shall bear interest at the ABR Rate applicable to the Revolving Credit Facility. In no event shall the Swing Line Lender agrees be required to make fund a Swing Line Loans to Loan if it would increase the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in sum of (i) the Swing Line Lender’s Revolving Credit Percentage of the total aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or hereunder, plus (ii) its Revolving Credit Percentage of Facility Letter of Credit Obligations, plus (iii) its other outstanding Revolving Loans (other than Competitive Bid Loans) to an amount in excess of its Revolving Credit Commitment or if it would cause the total Allocated Facility Amount to exceed the Aggregate Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line LoanCredit Commitment. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, paid in full by the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, on or before the Borrower shall notify fifth (5th) day after the Administrative Agent of Borrowing Date for such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with In addition, the Swing Line Lender (or, i) may at any time in the case of a Swing Line Loan made its sole discretion with respect to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such any outstanding Swing Line Loan. The , or (ii) shall on the fifth (5th) day after the Borrowing Date of any Swing Line Loan, require each Revolving Credit Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of (including the Swing Line Loans outstanding. Such notice Lender) to make a Revolving Loan in the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Credit Lender’s Applicable Revolving Credit Percentage of such Swing Line Loan or Loans(including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Each Not later than noon (Chicago time) on the date of any notice received pursuant to this Section 2.14 (provided such notice is given by 10:00 A.M. Chicago time), each Revolving Credit Lender hereby absolutely and unconditionally agreesshall make available its required Revolving Loan, upon receipt of notice as provided above in this paragraph, to pay funds immediately available in Chicago to the Administrative Agent, for account of Agent at its address specified pursuant to Article XIV. Revolving Loans made pursuant to this Section 2.14 shall initially be ABR Loans and thereafter may be continued as ABR Loans or converted into LIBOR Loans in the manner provided in Section 2.11 and subject to the other conditions and limitations set forth in this Article II. Unless a Revolving Credit Lender shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 5.1 or 5.2 had not then been satisfied, such Revolving Credit Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line make Revolving Loans pursuant to this paragraph is Section 2.14 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstances, including including, without limitation, (a) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence and or continuance of a Default or reduction Unmatured Default, (c) any adverse change in the condition (financial or termination otherwise) of the CommitmentsBorrower, and that each such payment shall be made without or (d) any offsetother circumstances, abatement, withholding happening or reduction event whatsoever. Each In the event that any Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect fails to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the make payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by amount due under this Section 2.14, the Administrative Agent shall be promptly remitted by entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Revolving Credit Lender hereunder until the Administrative Agent receives such payment from such Revolving Credit Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Revolving Lenders that Credit Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.14, such Revolving Credit Lender shall be deemed, at the option of the Administrative Agent, to have made their payments pursuant to this paragraph unconditionally and to irrevocably purchased from the Swing Line Lender, as their interests may appear. The purchase of participations without recourse or warranty, an undivided interest and participation in a the applicable Swing Line Loan pursuant to this paragraph shall in the amount of such payment not relieve made by such Revolving Credit Lender, and such interest and participation may be recovered from such Revolving Credit Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Swing Line Loans may be outstanding for a maximum of ten (10) days during any calendar month. On the Revolving Credit Termination Date, the Borrower shall repay in full the outstanding principal balance of any default in the payment thereofSwing Line Loans.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or the Swing Line Commitment, (ii) such Swing Line Lender’s Revolving Credit Exposure exceeding its Commitment, or (iii) the total sum of the Revolving Credit Exposures exceeding the total Revolving Commitments; provided that the a Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. . (b) To request a Swing Line Loan, the Borrower shall notify submit a written notice to the Administrative Agent of such request by telephone (confirmed by telecopy), telecopy or electronic mail not later than 12:00 noon, New York City time11:00 A.M., on the day of a proposed Swing Line Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day) and (ii) amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each the requested Swing Line Loan available to the Borrower by means of a credit to the general deposit an account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) Administrative Agent designated for such purpose by 3:00 p.m., New York City timeP.M., on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the its Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided above from the Administrative Agent (and in this paragraphany event, if such notice is received by 12:00 Noon on a Business Day no later than 5:00 P.M. on such Business Day and if received after 12:00 Noon on a Business Day shall mean no later than 10:00 A.M. on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the such Swing Line LenderLenders, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph Section 2.11(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph Section 2.11(c) by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraphSection 2.11(c), and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph Section 2.11(c) and to the Swing Line LenderLenders, as their its interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph Section 2.11(c) shall not relieve the Borrower of any default in the payment thereof. (d) The Swing Line Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the Swing Line Lender and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swing Line Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swing Line Lender pursuant to Section 3.02(c). From and after the effective date of any such replacement, (i) the successor Swing Line Lender shall have all the rights and obligations of the replaced Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (ii) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender. After the replacement of the Swing Line Lender hereunder, the replaced Swing Line Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made by it prior to its replacement, but shall not be required to make additional Swing Line Loans. (e) Subject to the appointment and acceptance of a successor Swing Line Lender, the Swing Line Lendex xxx resign as a Swing Line Lender at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, the Swing Line Lender shall be replaced in accordance with Section 2.11(d) above.

Swing Line Loans. Subject (a) By telephonic notice to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to on or before 12:00 noon on a Business Day (followed on such day by the delivery of a confirming Borrowing Request), the Borrower may from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be required entitled to make a Swing Line Loan to refinance an outstanding Swing Line Loanbe converted into LIBO Rate Loans. Each The proceeds of each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request made available by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit wire transfer to the general deposit account of the Borrower with shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender Lender. (or, in the case of a b) If (i) any Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)shall be outstanding for more than four Business Days, by remittance to the Issuing Lender(ii) by 3:00 p.m., New York City time, on the requested date of such any Swing Line Loan. The Swing Line Loan is or will be outstanding on a date when the Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Lender may by written notice given to the Administrative Agent not later (other than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to Lender) irrevocably agrees that it will, at the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account request of the Swing Line Lender, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 12:30 p.m. on the first Business Day following receipt by each Revolving Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Revolving Loan Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such Revolving Lender’s Applicable Percentage of such Revolving Note and shall no longer be owed under the Swing Line Loan Note. All interest payable with respect to any Revolving Loans made (or Loansdeemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Lender acknowledges and agrees that its Lender’s obligation to acquire participations make the Revolving Loans referred to in Swing Line Loans pursuant to this paragraph is clause shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default or reduction or termination of the Commitments(i) any set-off, and that each such payment shall be made without any offsetcounterclaim, abatementrecoupment, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (defense or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line right which such Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall may have made their payments pursuant to this paragraph and to against the Swing Line Lender, as their interests may appear. The purchase any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of participations any Default; (iii) any adverse change in a the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan pursuant Document by any Person or any amendment or other modification to this paragraph shall Agreement or any other Loan Document; or (vi) any other circumstance, occurrence or event whatsoever, whether or not relieve similar to any of the Borrower of any default in the payment thereofforegoing.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within three Business Days) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower on or before 11:00 a.m., New York time, on a Business Day, WWI may from time to time during irrevocably request that Swing Line Loans be made by the Revolving Availability Period Swing Line Lender in an aggregate minimum principal amount at any time outstanding of $200,000 and an integral multiple of $100,000. Each request by WWI for a Swing Line Loan shall constitute a representation and warranty by WWI that will on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in Section 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not result be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by its close of business on the Business Day telephonic notice is received by it as provided in the preceding sentences, to WWI by wire transfer to the accounts WWI shall have specified in its notice therefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four full Business Days or (ii) after giving effect to any request for a Swing Line Loan or a Revolving Loan the aggregate principal amount of outstanding Revolving Loans and Swing Line Loans exceeding $10,000,000 or (ii) outstanding to the total Swing Line Lender, together with the Swing Line Lender's Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender's Percentage of the Revolving Exposures exceeding Loan Commitment Amount, the total Swing Line Lender, at any time in its sole and absolute discretion may request each Lender that has a Revolving Commitments; provided that Loan Commitment, and each such Lender, including the Swing Line Lender shall not be required hereby agrees, to make a Revolving Loan (which shall always be initially funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the amount of the Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans ("Refunded Swing Line Loans") outstanding on the date such notice is given. To On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request a to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Loan, the Borrower Lender) shall notify deposit in an account specified by the Administrative Agent of to the Lenders from time to time the amount so requested in same day funds, whereupon such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice funds shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available immediately delivered to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in and not WWI) and applied to repay the case of a Refunded Swing Line Loan made to finance Loans. On the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice day such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesLoans are made, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable 's Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the Refunded Swing Line Loans shall be deemed to be paid. Upon the making of any Revolving Loan pursuant to this paragraph is clause, the amount so funded shall become due under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. Each Lender's obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, WWI or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of WWI or any other Obligor, subsequent to the date of the making of a Default Swing Line Loan; (iv) the acceleration or reduction maturity of any Loans or the termination of the CommitmentsRevolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by WWI, and any other Obligor or any other Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that each such payment shall be made without (i) WWI or any offset, abatement, withholding Subsidiary is subject to any bankruptcy or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner insolvency proceedings as provided in Section 2.05 9.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with respect a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to Loans made such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, pursuant to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay preceding clause by paying to the Swing Line Lender on the amounts so received by it from the date on which such Lender would otherwise have been required to make a Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the Administrative Agent preceding clause. From and not to after the Swing Line Lender. Any amounts received by the Swing Line date on which any Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations purchases an undivided participation interest in a Swing Line Loan pursuant to this paragraph clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to WWI, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not relieve be obligated to make any Swing Line Loans if it has elected after the Borrower occurrence of any default a Default not to make Swing Line Loans and has notified WWI in writing or by telephone of such election. The Swing Line Lender shall promptly give notice to the payment thereofLenders of such election not to make Swing Line Loans.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Agent shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent and the Swing Line Lender), a duly completed and executed Notice of such request by telephone (confirmed by telecopy)Borrowing to the Administrative Agent and the Swing Line Lender, not later than 12:00 noon, New York City timeCincinnati, Ohio time (or such later time as the Administrative Agent may agree in its sole discretion), on the day Business Day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Each Swing Line Lender of any such notice received from the BorrowerLoan shall be an ABR Loan (and may not be converted into a Eurodollar Loan). The Swing Line Lender shall make each Swing Line Loan available to the relevant Borrower by means of a credit to the general deposit account of the relevant Borrower with the Swing Line Lender Lender, if any, or otherwise to an account as directed by the Borrower Agent in the applicable Notice of Borrowing (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f)expressly permitted herein, by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line LoanBank). The Swing Line Lender may shall endeavor to fund each Swing Line Loan by written notice given 3:00 p.m., Cincinnati, Ohio time and shall in all events fund each Swing Line Loan validly requested in accordance with the terms hereof by no later than the immediately following Business Day. The Borrower Agent shall not request a Swing Line Loan if at the time of or immediately after giving effect to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on Borrowing contemplated by such Business Day in all request a Default or a portion Event of the Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Loans outstandingshall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount. Such Without in any way limiting the obligation of the Borrower Agent to confirm in writing any telephonic notice to the Administrative Agent shall specify the aggregate amount of any Borrowing or prepayment of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such noticeLoans, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests the case may appear. The purchase be, may act without liability upon the basis of participations in a telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swing Line Loan pursuant Lender, as the case may be, in good faith to this paragraph shall not relieve be from a Responsible Officer of the Borrower Agent, prior to receipt of any default in written confirmation. In each such case, the payment thereofBorrowers hereby waive the right to dispute the Administrative Agent’s or the Swing Line Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Swing Line Loans, as the case may be, absent manifest error.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 the Swing Line Sublimit or (ii) the total Revolving Exposures sum of the Total Outstandings exceeding the total Revolving Aggregate Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. . (b) To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy)telephone, not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC L/C Disbursement as provided in Section 2.04(f2.03(e), by remittance to the Issuing LenderL/C Issuer) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.02(b) with respect to Loans made by such Revolving Lender (and Section 2.07 2.02(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make (a) Swing Line Loans to the Borrower from time to time during the Revolving Availability Period shall be made in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal minimum amount of outstanding Swing Line Loans exceeding $10,000,000 or 500,000 and integral multiples of $100,000 in excess of that amount. (iib) Whenever the total Revolving Exposures exceeding the total Revolving Commitments; provided Company desires that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower Company shall notify the deliver to Administrative Agent a Notice of Borrowing no later than 12:00 p.m. (New York City time) on the proposed date of the making of such request by telephone Swing Line Loan. (confirmed by telecopy), c) The Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 12:00 noon2:00 P.M., New York City time, on the day applicable date of a proposed the making of such Swing Line LoanLoan by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Each Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such notice shall be irrevocable and shall specify Swing Line Loans available to the requested Company on the applicable date (which shall be a Business Day) and of the making of such Swing Line Loan by causing an amount of same day funds in Dollars equal to the requested proceeds of all such Swing Line Loan. The Loans received by Administrative Agent will promptly advise from the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to be credited to the Borrower by means of a credit to the general deposit account of the Borrower with Company at Administrative Agent’s Principal Office, or to such other account as may be designated in writing to Administrative Agent by the Company. (d) With respect to any Swing Line Loans which have not been voluntarily prepaid by the Company pursuant to Section 6.2.1 or repaid by the Company pursuant to Section 6.4(b), the Swing Line Lender may at any time in its sole and absolute discretion, deliver to Administrative Agent (or, in with a copy to the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(fCompany), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not no later than 10:00 11:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such at least one (1) Business Day in all or advance of the proposed date of the making of such Swing Line Loan, a notice (which shall be deemed to be a Notice of Borrowing given by the Company) requesting that each Lender holding a Commitment make Revolving Loans that are Base Rate Loans to the Company on such date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by Administrative Agent to the Swing Line Lender (and not to the Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Company, and such portion of the Swing Line Loans outstanding. Such notice deemed to the Administrative Agent be so paid shall specify the aggregate amount of no longer be outstanding as Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account but shall instead constitute part of the Swing Line Lender, ’s outstanding Revolving Loans to the Company. The Company hereby authorizes Administrative Agent and the Swing Line Lender to charge the Company’s accounts with Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Company from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 7.5. (e) If for any reason Revolving Loans are not made hereunder in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third (3rd) Business Day after demand for payment thereof by the Swing Line Lender, each Lender holding a Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one (1) Business Day’s notice from the Swing Line Lender, each Lender holding a Commitment shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of the Swing Line Lender. In order to evidence such participation each Lender holding a Commitment agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to the Swing Line Lender. In the event any Lender holding a Commitment fails to make available to the Swing Line Lender the amount of such Lender’s Applicable Percentage of such participation as provided in this paragraph, the Swing Line Loan or Loans. Each Revolving Lender acknowledges shall be entitled to recover such amount on demand from such Lender together with interest thereon for three (3) Business Days at the rate customarily used by the Swing Line Lender for the correction of errors among banks and agrees that its thereafter at the Base Rate, as applicable. (f) Notwithstanding anything contained herein to the contrary, each Lender’s obligation to acquire participations in make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to this the second preceding paragraph is and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default or reduction or termination of the Commitments(A) any set-off, and that each such payment shall be made without any offsetcounterclaim, abatementrecoupment, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (defense or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line right which such Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall may have made their payments pursuant to this paragraph and to against the Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of an Unmatured Event of Default or Event of Default; (C) (i) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business, properties or prospects of the Loan Parties taken as their interests may appear. The purchase a whole, (ii) a material impairment of participations in the ability of any Loan Party to perform any of the Obligations under any Loan Document or (iii) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, that such obligations of each Lender are subject to the condition that the Swing Line Loan pursuant Lender had not received prior notice from the Company or the Required Lenders that any of the conditions under Section 12.2 to this paragraph shall the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans were not relieve satisfied at the Borrower of any default in the payment thereof.time such Refunded Swing Line Loans or unpaid Swing Line Loans were made

Swing Line Loans. Subject to (a) On the terms and subject to the conditions set forth hereincontained in this Agreement, the Swing Line Loan Lender agrees to make loans denominated in Dollars (each a “Swing Line Loans Loan”) otherwise available to the Borrower under the Revolving Credit Facility from time to time on any Business Day during the period from the Closing Date until the Revolving Availability Period Credit Termination Date in an aggregate principal amount at any time outstanding that will at any time not result in to exceed the lesser of (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or Loan Commitment and (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line LoanAvailable Credit at such time. Each Swing Line Loan shall be an ABR Loana Base Rate Loan and shall mature on the Scheduled Termination Date. Within the foregoing limits and subject to the terms and conditions set forth hereinin the first sentence of this Section 2.3(a), the Borrower may borrow, prepay and reborrow amounts of Swing Line Loans. To Loans repaid may be reborrowed under this Section 2.3(a). (b) In order to request a Swing Line Loan, the Borrower shall notify telecopy to the Swing Line Loan Lender, with a copy to the Administrative Agent Agent, a duly completed request setting forth the date, the requested amount and date of such request by telephone the Swing Line Loan (confirmed by telecopya “Swing Line Loan Request”), to be received by the Swing Line Loan Lender not later than 12:00 noon, 1:00 p.m. (New York City time, ) on the day of a the proposed Swing Line Loanborrowing. Each such notice shall be irrevocable and shall specify Subject to the requested date (which shall be a Business Day) and amount terms of the requested Swing Line Loan. The Administrative Agent will promptly advise this Agreement, the Swing Line Lender of any such notice received from the Borrower. The Swing Line Loan Lender shall make each a Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender not later than 3:00 p.m. (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, ) on the requested date of the relevant Swing Line Loan Request. The Swing Line Loan Lender shall not make any Swing Line Loan in the period commencing on the first Business Day after it receives written notice from any Lender that one or more of the conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Line Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 hereof have been satisfied in connection with the making of any Swing Line Loan. Each Swing Line Loan Borrowing shall be in an aggregate amount equal to $500,000 or an integral multiple of $100,000 in excess thereof. (c) The Swing Line Loan Lender may by written notice given to shall notify the Administrative Agent not in writing (which writing may be by a telecopy or electronic mail) weekly, by no later than 10:00 a.m., a.m. (New York City time, ) on any the first Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of each week, of the aggregate principal amount of its Swing Line Loans then outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such . (d) The Swing Line Loan or Loans. Each Lender may demand at any time during the continuance of an Event of Default that each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for the account of the Swing Line Loan Lender, in the manner provided in subsection (e) below, such Revolving Credit Lender’s Ratable Portion of all or a portion of the outstanding Swing Line Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Line Loans demanded to be paid. (e) The Administrative Agent shall forward each demand referred to in clause (d) above to each Revolving Credit Lender on the day such demand is received by the Administrative Agent (except that any such demand received by the Administrative Agent after 10:00 a.m. (New York City time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Line Loans demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 shall have been satisfied (which conditions precedent the Revolving Credit Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before 2:00 p.m. (New York City time) on the same Business Day as the date of such Revolving Credit Lender’s receipt of such written statement, make available to the Administrative Agent, in immediately available funds, for the account of the Swing Line Loan Lender, the amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoevershall, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner except as provided in Section 2.05 with respect clause (f) below, be deemed to Loans have made by such a Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, Loan to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving LendersBorrower. The Administrative Agent shall notify use such funds to repay the Borrower of any participations in any Swing Line Loans to the Swing Line Loan acquired Lender. To the extent that any Revolving Credit Lender fails to make such payment available to the Administrative Agent for the account of the Swing Line Loan Lender, the Borrower shall repay such Swing Line Loan on demand. (f) Upon the occurrence of a Default under Section 7.1(f), each Revolving Credit Lender shall purchase, without recourse or warranty, an undivided participation in each Swing Line Loan otherwise required to be repaid by such Revolving Credit Lender pursuant to this paragraphclause (e) above, and thereafter payments which participation shall be in a principal amount equal to such Revolving Credit Lender’s Ratable Portion of such Swing Line Loan, by paying to the Swing Line Loan Lender on the date on which such Revolving Credit Lender would otherwise have been required to make a payment in respect of such Swing Line Loan shall be pursuant to clause (e) above, in immediately available funds, an amount equal to such Revolving Credit Lender’s Ratable Portion of such Swing Line Loan. If such amount is not in fact made to the Administrative Agent and not available by such Revolving Credit Lender to the Swing Line Lender. Any amounts received by Loan Lender on such date, the Swing Line Loan Lender shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest accrued from such date at the Borrower Federal Funds Effective Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to Base Rate Loans. (or other party g) From and after the date on behalf of the Borrowerwhich any Revolving Credit Lender (i) in is deemed to have made a Revolving Loan pursuant to clause (e) above with respect of a to any Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations or (ii) purchases an undivided participation interest in a Swing Line Loan pursuant to this paragraph clause (f) above, the Swing Line Loan Lender shall not relieve promptly distribute to such Revolving Credit Lender such Revolving Credit Lender’s Ratable Portion of all payments of principal of and interest received by the Borrower Swing Line Loan Lender on account of any default in the payment thereofsuch Swing Line Loan other than those received from a Revolving Credit Lender pursuant to clause (e) or (f) above.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within three Business Days) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower on or before 11:00 a.m., New York time, on a Business Day, WWI may from time to time during irrevocably request that Swing Line Loans be made by the Revolving Availability Period Swing Line Lender in an aggregate minimum principal amount at any time outstanding of $200,000 and an integral multiple of $100,000. Each request by WWI for a Swing Line Loan shall constitute a representation and warranty by WWI that will on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in SECTION 5.2.1 are true and correct. All Swing Line Loans shall be made as Base Rate Loans and shall not result be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by its close of business on the -38- Business Day telephonic notice is received by it as provided in the preceding sentences, to WWI by wire transfer to the accounts WWI shall have specified in its notice therefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four full Business Days or (ii) after giving effect to any request for a Swing Line Loan or a Revolving Loan the aggregate principal amount of outstanding Revolving Loans and Swing Line Loans exceeding $10,000,000 or (ii) outstanding to the total Swing Line Lender, together with the Swing Line Lender's Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender's Percentage of the Revolving Exposures exceeding Loan Commitment Amount, the total Swing Line Lender, at any time in its sole and absolute discretion may request each Lender that has a Revolving Commitments; provided that Loan Commitment, and each such Lender, including the Swing Line Lender shall not be required hereby agrees, to make a Revolving Loan (which shall always be initially funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the amount of the Swing Line Loan Loans ("REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to refinance an outstanding make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Loan. Each Swing Line Loan Lender) shall be deposit in an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify account specified by the Administrative Agent of to the Lenders from time to time the amount so requested in same day funds, whereupon such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice funds shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available immediately delivered to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in and not WWI) and applied to repay the case of a Refunded Swing Line Loan made to finance Loans. On the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice day such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesLoans are made, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable 's Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the Refunded Swing Line Loans shall be deemed to be paid. Upon the making of any Revolving Loan pursuant to this paragraph is clause, the amount so funded shall become due under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. Each Lender's obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, WWI or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of WWI or any other Obligor, subsequent to the date of the making of a Default Swing Line Loan; (iv) the acceleration or reduction maturity of any Loans or the termination of the CommitmentsRevolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by WWI, and any other Obligor or any other Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that each such payment shall be made without (i) WWI or any offset, abatement, withholding Subsidiary is subject to any bankruptcy or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner insolvency proceedings as provided in Section 2.05 SECTION 9.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with respect a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to Loans made such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, pursuant to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay preceding clause by paying to the Swing Line Lender on the amounts so received by it from the date on which such Lender would otherwise have been required to make a Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the Administrative Agent preceding clause. From and not to after the Swing Line Lender. Any amounts received by the Swing Line date on which any Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations purchases an undivided participation interest in a Swing Line Loan pursuant to this paragraph clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; PROVIDED, HOWEVER, that in the event such payment received by the Swing Line Lender is required to be returned to WWI, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not relieve be obligated to make any Swing Line Loans if it has elected after the Borrower occurrence of any default a Default not to make Swing Line Loans and has notified WWI in writing or by telephone of such election. The Swing Line Lender shall promptly give notice to the payment thereofLenders of such election not to make Swing Line Loans.

Swing Line Loans. Subject (a) During the Availability Period, subject to the terms and conditions set forth hereinhereof, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time in the aggregate amount up to time during but not exceeding the Revolving Availability Period Swing Line Sublimit; provided that after giving effect to the making of any Swing Line Loan, in an aggregate principal amount at any time outstanding that will not result in no event shall (i) the aggregate principal amount Total Utilization of outstanding Swing Line Loans exceeding $10,000,000 Commitments exceed the Aggregate Available Commitment Amount then in effect or (ii) unless otherwise agreed to in writing by the total Swing Line Lender, the aggregate amount of Swing Line Loans, Revolving Exposures exceeding Loans and Letters of Credit issued by the total Revolving CommitmentsSwing Line Lender exceed the Swing Line Lender’s Aggregate Available Commitment Amount hereunder; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall Amounts borrowed pursuant to this Section 2.3 may be an ABR Loan. Within repaid and reborrowed during the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the BorrowerAvailability Period. The Swing Line Lender Lender’s Commitment shall make each expire on the Commitment Termination Date and all Swing Line Loan available Loans and all other amounts owed hereunder with respect to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, Loans and the Commitments shall be paid in the case full no later than such date. Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; provided that a Swing Line Loan made may be in an aggregate amount that is required to finance the reimbursement of an LC Disbursement a Letter of Credit drawing as provided in contemplated by Section 2.04(f2.4(d), by remittance to the Issuing Lender. (b) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of the Swing Line Loans in which Revolving the Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that, in making any Swing Line Loan, the Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.2, unless, at least one Business Day prior to the time such Swing Line Loan was made, the Required Lenders or the Borrower shall have notified the Swing Line Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.2(b), (c) or (d) would not be satisfied if such Swing Line Loan were then made (it being understood and agreed that, in the event the Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Lender further acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.6 with respect to Loans made by such Revolving Lender (and Section 2.07 2.6 shall apply, mutatis mutandis, to the payment obligations of the Revolving LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party Person on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of its obligation to repay such Swing Line Loan. (c) The Swing Line Lender may resign as Swing Line Lender upon 30 days prior written notice to the Administrative Agent, the Lenders and the Borrower. The Swing Line Lender may be replaced at any default time by written agreement among the Borrower, the Administrative Agent and the successor Swing Line Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swing Line Lender. At the time any such replacement or resignation shall become effective, (i) the Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender, (ii) upon such prepayment, the resigning or removed Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (iii) the Borrower shall issue, if so requested by the successor Swing Line Loan Lender, a new Swing Line Note to the successor Swing Line Lender, in the payment thereofprincipal amount of the Swing Line Sublimit then in effect and with other appropriate insertions. From and after the effective date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the context shall require.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower Company loans denominated in Dollars from time to time during the US Tranche Revolving Credit Availability Period Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans outstanding exceeding $10,000,000 or 10,000,000, (ii) the total aggregate US Tranche Revolving Credit Exposures exceeding the total aggregate US Tranche Revolving CommitmentsCredit Commitments or (iii) the US Tranche Revolving Credit Exposure of any Lender exceeding its US Tranche Revolving Credit Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay repay and reborrow Swing Line Loans. . (b) To request a Swing Line Loan, the Borrower Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon2:00 p.m., New York City timeLocal Time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the BorrowerCompany. The Swing Line Lender shall make each Swing Line Loan available to the Borrower Company by means of a credit to the general deposit account of the Borrower with the Swing Line Lender Applicable Funding Account (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f2.05(e), by remittance to the applicable Issuing LenderBank) by 3:00 p.m., New York City timeLocal Time, on the requested date of such Swing Line Loan. . (c) Interest on each Swing Line Loan shall be payable on the Interest Payment Date with respect thereto. (d) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.12:00 p.m., New York City timeLocal Time, on any Business Day require the US Tranche Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which the US Tranche Revolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each US Tranche Revolving Lender, Credit Lender specifying in such notice such Revolving Lender’s Applicable US Tranche Revolving Credit Percentage of such Swing Line Loan or Loans. Each US Tranche Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable US Tranche Revolving Credit Percentage of such Swing Line Loan or Loans. Each US Tranche Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the US Tranche Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each US Tranche Revolving Credit Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the US Tranche Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the US Tranche Revolving Credit Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swing Line Loan Loans acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan Loans shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) Company in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the US Tranche Revolving Credit Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as the case may be, if and to the extent such payment is required to be refunded to a Loan Party for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans denominated in US Dollars to the Borrower Company from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans Exposure exceeding $10,000,000 or US$100,000,000, (ii) the total aggregate Global Tranche Revolving Credit Exposures exceeding the total aggregate Global Tranche Commitments, (ii) the aggregate US Tranche Revolving Credit Exposures exceeding the aggregate US Tranche Commitments or (iv) the sum of the aggregate Revolving Credit Exposures and the aggregate Competitive Bid Loan Exposures exceeding the aggregate Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swing Line Loans. . (b) To request a Swing Line Loan, the Borrower Company shall notify the Administrative Agent of such request by hand delivery, telecopy or e-mail transmission of a .pdf or similar electronic copy of a written request signed by an Authorized Representative or by telephone (confirmed by telecopyhand delivery, telecopy or e-mail transmission of a .pdf or similar electronic copy of a written request signed by an Authorized Representative), not later than 12:00 noon2:00 p.m., New York City time, on the day of a such proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan and whether such Swing Line Loan is to be a Global Tranche Swing Line Loan or a US Tranche Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrowerby it. The Swing Line Lender shall make each Swing Line Loan available to the Borrower Company by means of a credit to the general deposit account of the Borrower Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC L/C Disbursement as provided in Section 2.04(f2.06(e), by remittance to the Issuing Lenderapplicable L/C Issuer) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day (i) require the Revolving Global Tranche Lenders to acquire participations on such Business Day in all or a portion of the Global Tranche Swing Line Loans outstanding and (ii) require the US Tranche Lenders to acquire participations on such Business Day in all or a portion of the US Tranche Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving the Global Tranche Lenders or US Tranche Lenders, as the case may be, will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Global Tranche Lender or US Tranche Lender, as the case may be, specifying in such notice such Revolving Lender’s Applicable Global Tranche Percentage or US Tranche Percentage of such Swing Line Loan or Loans. Each Revolving Lender of the applicable Class hereby absolutely unconditionally and unconditionally irrevocably agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Global Tranche Percentage or US Tranche Percentage, as the case may be, of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that, in making any Swing Line Loan, the Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representations of the Company made in the applicable Borrowing Notice, unless, at least one Business Day prior to the time such Swing Line Loan was made, the Required Lenders shall have notified the Swing Line Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02(b) or 4.02(c) would not be satisfied if such Swing Line Loan were then made (it being understood and agreed that, in the event the Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Lender of any Class further acknowledges and agrees that its obligation to acquire participations in Swing Line Loans of such Class pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving applicable Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) Company in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving applicable Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof.

Swing Line Loans. Subject (a) The Borrower may request the Swing Line Bank to make, and the Swing Line Bank shall make, on the terms and conditions hereinafter set forth hereinforth, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time on any Business Day during the Revolving Availability Period period from the date hereof until the Termination Date in an aggregate principal amount not to exceed at any time outstanding $20,000,000; subject, however, to the condition that will not result in (i) at no time shall the outstanding aggregate principal amount of outstanding Swing Line all Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that made by all Lenders and the Swing Line Lender shall not be required to make a Bank plus the L/C Exposure of all Lenders at such time exceed the Total Commitment. No Swing Line Loan to refinance an outstanding shall be used for the purpose of funding the payment of principal of any other Swing Line Loan. Each Swing Line Loan Borrowing shall be in an ABR amount of $1,000,000 or an integral multiple of $100,000 in excess thereof and shall be made as a Base Rate Loan. Within the foregoing limits and subject . (b) In order to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line LoanBorrowing, the Borrower shall notify hand deliver or telecopy to the Swing Line Bank and the Administrative Agent a Swing Line Borrowing Request in the form of Exhibit B not later than 3:00 p.m., New York City time, on the day of a proposed borrowing. Such notice shall be irrevocable and shall in each case specify (i) the date of such request Swing Line Borrowing (which shall be a Business Day) and the amount thereof; and (ii) the maturity of such Swing Line Borrowing (which maturity shall be no later than the seventh day after the requested date of such Swing Line Borrowing). The Swing Line Bank will make the amount thereof available to the Administrative Agent on the proposed date thereof by telephone wire transfer of immediately available funds to the Administrative Agent in New York, New York, not later than 4:00 p.m., New York City time, and the Administrative Agent shall by 5:00 p.m., New York City time, credit the amount so received to the general deposit account of the Borrower maintained with the Administrative Agent or, if a Swing Line Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amount so received to the Swing Line Bank. (confirmed c) Upon written demand by telecopy)the Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Lender, such other Lender’s Applicable Percentage of such Swing Line Loan as of the date of such demand, by making available to the Administrative Agent in New York, New York for the account of the Swing Line Bank by wire transfer of immediately available funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Loan to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Lender agrees to purchase its Applicable Percentage of an outstanding Swing Line Loan on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given to such Lender not later than 12:00 noon, New York City time, on such Business Day or (ii) the day first Business Day next succeeding such demand if notice of a proposed Swing Line Loansuch demand is given after such time. Each If and to the extent that any Lender shall have received such notice shall be irrevocable of demand and shall specify not have so made the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit Administrative Agent, such Lender agrees to pay to the general deposit Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the Borrower with the Swing Line Lender (orBank on any Business Day, such amount so paid in the case respect of principal shall constitute a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion for purposes of this Agreement, and the outstanding principal amount of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein Bank shall be promptly remitted to the Administrative Agent; any reduced by such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofamount on such Business Day.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within three Business Days) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to on or before 11:00 a.m., New York time, on a Business Day, the Borrower may from time to time during irrevocably request that Swing Line Loans be made by the Revolving Availability Period Swing Line Lender in an aggregate minimum principal amount at any time outstanding of $200,000 and an integral multiple of $100,000. Each request by the Borrower for a Swing Line Loan shall constitute a representation and warranty by the Borrower that will not result on the date of such request and (if different) the date of the making of the Swing Line Loan, both immediately before and after giving effect to such Swing Line Loan and the application of the proceeds thereof, the statements made in Section 5.2.1 are true and correct. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by its close of business on the Business Day telephonic notice is received by it as provided in the preceding sentences, to the Borrower by wire transfer to the accounts the Borrower shall have specified in its notice therefor. (b) If (i) any Swing Line Loan shall be outstanding for more than four full Business Days or (ii) after giving effect to any request for a Swing Line Loan or a Revolving Loan the aggregate principal amount of outstanding Revolving Loans and Swing Line Loans exceeding $10,000,000 or (ii) outstanding to the total Swing Line Lender, together with the Swing Line Lender’s Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender’s Percentage of the Revolving Exposures exceeding Loan Commitment Amount, the total Swing Line Lender, at any time in its sole and absolute discretion, may request each Lender that has a Revolving Commitments; provided that Loan Commitment, and each such Lender, including the Swing Line Lender shall not be required hereby agrees, to make a Revolving Loan in an amount equal to such Lender’s Percentage of the amount of the Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans (“Refunded Swing Line Loans”) outstanding on the date such notice is given. To On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request a to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Loan, the Borrower Lender) shall notify deposit in an account specified by the Administrative Agent of to the Lenders from time to time the amount so requested in same day funds, whereupon such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice funds shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available immediately delivered to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in and not the case of a Borrower) and applied to repay the Refunded Swing Line Loan made to finance Loans. On the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice day such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agreesLoans are made, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in the Refunded Swing Line Loans shall be deemed to be paid. Upon the making of any Revolving Loan pursuant to this paragraph is clause, the amount so funded shall become due under such Lender’s Revolving Note and shall no longer be owed under the Swing Line Note. Each Lender’s obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Obligor, including a reduction in the occurrence and continuance Borrowing Base Amount subsequent to the date of the making of a Default Swing Line Loan; (iv) the acceleration or reduction maturity of any Loans or the termination of the CommitmentsRevolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by the Borrower or any other Lender; or (vi) any other circumstance, and happening or event whatsoever, whether or not similar to any of the foregoing. (c) In the event that each such payment shall be made without (i) Aegis, the Borrower or any offset, abatement, withholding of their Subsidiaries is subject to any bankruptcy or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner insolvency proceedings as provided in Section 2.05 8.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with respect a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to Loans made such Lender’s Percentage of any Swing Line Loan otherwise required to be repaid by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, pursuant to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay preceding clause by paying to the Swing Line Lender on the amounts so received by it from the date on which such Lender would otherwise have been required to make a Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender’s Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the Administrative Agent preceding clause. From and not to after the Swing Line Lender. Any amounts received by the Swing Line date on which any Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations purchases an undivided participation interest in a Swing Line Loan pursuant to this paragraph clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender is required to be returned to the Borrower, such Lender shall return to the Swing Line Lender the portion of any amounts which such Lender had received from the Swing Line Lender in like funds. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not relieve be obligated to make any Swing Line Loans if it has elected after the occurrence of a Default not to make Swing Line Loans and has notified the Borrower in writing or by telephone of any default in such election. The Swing Line Lender shall promptly give notice to the payment thereofLenders of such election not to make Swing Line Loans.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Committed Loan Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make on or before 1:00 p.m., New York time, on the Business Day the proposed Swing Line Loans Loan is to be made, the Borrower Company may from time to time during irrevocably request that a Swing Line Loan be made by the Revolving Availability Period Swing Line Lender in an aggregate a minimum principal amount at of $50,000 or any time outstanding that will larger integral multiple of $10,000. All Swing Line Loans shall be made in U.S. Dollars as Base Rate Loans and shall not result be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by 2:00 p.m., New York time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Company by wire transfer to the account the Company shall have specified in its notice therefor. (b) If (i) any Swing Line Loan shall be outstanding for more than three Business Days or (ii) any Default shall occur and be continuing, each Lender with a U.S. Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid in full, make a U.S. Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Percentage in respect of the U.S. Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans exceeding $10,000,000 or (ii) hereinafter referred to as the total Revolving Exposures exceeding the total Revolving Commitments"Refunded Swing Line Loans"); provided provided, that the Swing Line Lender shall not be required to make request, and no Lender with a U.S. Revolving Loan Commitment shall make, any Refunded Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject if, after giving effect to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a making of such Refunded Swing Line Loan, the Borrower shall notify sum of all Swing Line Loans and U.S. Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the Administrative Agent U.S. Revolving Loan Commitment of the U.S. Letter of Credit Outstandings, would exceed such request by telephone (confirmed by telecopy), not later than Lender's Percentage of the then existing U.S. Revolving Loan Commitment Amount. On or before 12:00 noon, New York City time, on the day first Business Day following receipt by each Lender of a proposed Swing Line Loan. Each request to make U.S. Revolving Loans as provided in the preceding sentence, each such notice Lender with a U.S. Revolving Loan Commitment shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise deposit in an account specified by the Swing Line Lender of any the amount so requested in same day funds and such notice received from funds shall be applied by the BorrowerSwing Line Lender to repay the Refunded Swing Line Loans. The At the time the aforementioned Lenders make the above referenced U.S. Revolving Loans, the Swing Line Lender shall make each be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a U.S. Revolving Loan available in an amount equal to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender Lender's Percentage in respect of the U.S. Revolving Loan Commitment of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (oror deemed making, in the case of a the Swing Line Loan made Lender) of any U.S. Revolving Loans pursuant to finance the reimbursement of an LC Disbursement as provided in Section 2.04(fthis clause (b), by remittance to the Issuing Lender) by 3:00 p.m., New York City time, on the requested date amount so funded shall become outstanding as a U.S. Revolving Loan of such Lender and shall no longer be a Swing Line Loan. The Swing Line Lender may by written notice given All interest payable with respect to any U.S. Revolving Loans made (or deemed made, in the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for account case of the Swing Line Lender, such Revolving Lender’s Applicable Percentage ) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of such time during which the Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in had outstanding Swing Line Loans pursuant in respect of which such U.S. Revolving Loans were made. Each Lender's obligation (in the case of Lenders with a U.S. Revolving Loan Commitment) to make the U.S. Revolving Loans referred to in this paragraph is clause (b) shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default or reduction or termination of the Commitmentsincluding, and that each such payment shall be made without limitation, (i) any offsetset-off, abatementcounterclaim, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsrecoupment, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (defense or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line right which such Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall may have made their payments pursuant to this paragraph and to against the Swing Line Lender, as their interests may appear. The purchase the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of participations any Default; (iii) any adverse change in a the condition (financial or otherwise) of the Company or any other Obligor; (iv) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan pursuant Document by any Borrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to this paragraph shall not relieve any of the Borrower of any default in the payment thereofforegoing.

Swing Line Loans. Subject (a) By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Committed Loan Borrowing Request, to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 or (ii) the total Revolving Exposures exceeding the total Revolving Commitments; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Lender) by or before 3:00 p.m., New York City time, on the requested date of such Business Day the proposed Swing Line Loan. The Loan is to be made, the Company may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender may by written in a minimum principal amount of $500,000 or any larger integral multiple of $100,000. All Swing Line Loans shall be made in U.S. Dollars as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Upon receipt of notice given to from the Administrative Agent not later than 10:00 a.m.confirming the amount of the requested Borrowing, the proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by 3:30 p.m., New York City time, on any the Business Day require telephonic notice is received by it as provided in this clause (a), to the Company by wire transfer to the account the Company shall have specified in its notice therefor. (b) If any Default shall occur and be continuing, each Lender with a Revolving Lenders to acquire participations on such Business Day in all or a portion Loan U.S. Dollar Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Loans outstanding. Such Lender and upon notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraph, to pay to from the Administrative Agent, for account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of unless such Swing Line Loan shall have been earlier repaid in full, make a U.S. Dollar Revolving Loan (which shall initially be made funded as a Base Rate Loan) in an amount equal to such Lender's Percentage in respect of the Administrative Agent and not to Revolving Loan U.S. Dollar Commitments of the aggregate principal amount of all such Swing Line Lender. Any amounts received by Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the "Refunded Swing Line Loans"); provided, that the Swing Line Lender from shall not request, and no Lender with a Revolving Loan U.S. Dollar Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the Borrower (or other party on behalf making of such Refunded Swing Line Loan, the Borrower) sum of all Swing Line Loans and U.S. Dollar Revolving Loans made by such Lender, plus such Lender's Percentage in respect of a Swing Line the Revolving Loan after receipt by the Swing Line Lender U.S. Dollar Commitments of the proceeds aggregate amount of a sale all U.S. Dollar Letter of participations therein shall be promptly remitted to Credit Outstandings, would exceed such Lender's Percentage of the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the then existing Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.U.S.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower from time to time during the Revolving Availability Period Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 25,000,000 or (ii) the total Revolving Exposures Aggregate Credit Exposure exceeding the total Revolving Commitments; Aggregate Commitment, provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. . (b) To request a Swing Line Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, 11:00 a.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC L/C Disbursement as provided in Section 2.04(f2.04(e), by remittance to the Issuing LenderL/C Issuer) by 3:00 p.m., New York City time, 2:00 p.m. on the requested date of such Swing Line Loan. . (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, a.m. on any Business Day require the Revolving Lenders to acquire CONCHO AMENDED AND RESTATED CREDIT AGREEMENT participations on such Business Day in all or a portion of the Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swing Line Loans. (a) Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make Swing Line Loans denominated in dollars to the Borrower from time to time during the Revolving Availability Period Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $10,000,000 50,000,000 or (ii) the total sum of the Aggregate Revolving Exposures Credit Exposure plus the aggregate principal amount of outstanding Competitive Advances exceeding the total Revolving Aggregate Commitments; provided that the Swing Line Lender shall not be required to to, but may make a Swing Line Loan Loans to refinance an outstanding Swing Line Loan. Each Swing Line Loan shall be an ABR LoanLoans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans. Each Swing Line Borrowing shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that a Swing Line Borrowing may be in an aggregate amount that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.06(e). (b) To request a Swing Line LoanBorrowing, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swing Line LoanBorrowing. Each such notice Loan Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line LoanBorrowing. The Administrative Agent will promptly advise the Swing Line Lender of any such notice Loan Notice received from the Borrower. The Swing Line Lender shall shall, subject to satisfaction of the conditions set forth in Section 4.02, make each the Swing Line Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swing Line Lender (or, in the case of a Swing Line Loan Borrowing made to finance the reimbursement of an LC L/C Disbursement as provided in Section 2.04(f2.06(e), by remittance to the Issuing LenderL/C Issuer) by 3:00 p.m., New York City time, on the requested date of such Swing Line Loan. Borrowing. (c) The Swing Line Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the such Swing Line Lender’s Swing Line Loans outstanding. Such notice to the Administrative Agent shall specify the aggregate amount of Swing Line Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above in this paragraphabove, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Revolving Lender’s Applicable Percentage of such Swing Line Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.05 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan shall be made to the Administrative Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swing Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear. The purchase of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.