Common use of Swing Loans Clause in Contracts

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make a Swing Loan or Swing Loans to each Borrower from time to time, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan after it has received written notice from the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth BofA may elect in this Agreement, its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan or Swing Loans Loan") to each a Borrower solely for BofA's own account from time to timetime on or after the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if however, that after giving effect thereto (A) to any Swing Loan, the aggregate principal amount of Swing all outstanding Loans outstanding does shall not exceed the Swing Line Commitment, and least of (Ba) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving CommitmentCommitment of BofA; (vb) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters combined Commitments of Credit pursuant to Section 2.13(c) hereofall the Banks; and (vic) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Borrowing Base. BofA may make Swing Loan. Notwithstanding anything Loans (subject to the contrary contained conditions precedent set forth in this Section 2.04(a4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Line Lender Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it has received written shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the Parent Borroweraction taken by BofA, any the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other Credit Party than BofA) shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the Required Revolving Lenders stating that a Default first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default exists or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is continuing until not in fact paid to BofA by any Bank, BofA shall be entitled to recover such time as the Swing Line Lender shall have received written notice (A) of rescission of all amount on demand from such notices Bank, together with accrued interest thereon from the party or parties originally delivering due date therefor (if made prior to 2:00 p.m., Eastern time) on any Business Day until the date such notice or noticesamount is paid to BofA by such Bank, (B) at the Federal Funds Rate. The failure of the cure any Bank to pay such amount to BofA shall not relieve any other Bank of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12its obligation to BofA hereunder.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (i) Subject to the terms and conditions set forth in ----------- this Agreement, the Swing Loan Lenders shall make loans (the "Swing Loans") to make the Company in Dollars or to any of the Non-Domestic Borrowing Subsidiaries in French Francs or such other currencies that the Swing Loan Lenders have agreed in writing to provide such Borrowing Subsidiary, from time to time prior to the Termination Date, up to an aggregate principal amount at any one time outstanding which shall not exceed the least of (i) $10,000,000 for all Swing Loans by all Swing Loan Lenders, (ii) the amount by which the Maximum Revolving Credit Amount at such time exceeds the Revolving Credit Obligations at such time and (iii) as to each Swing Loan Lender, the amount set forth opposite the name of such Lender under the heading "Maximum Swing Loan Obligation" on Schedule I. All Swing Loans shall be subject to all the terms and conditions applicable to Revolving Loans, except that (x) each Swing Loan shall be in a minimum amount of $500,000 or the Approximate Equivalent Amount of an Agreed Currency and integral multiples of $100,000 or the Approximate Equivalent Amount of an Agreed Currency in excess of that amount and (y) all interest on the Swing Loans made by a Swing Loan or Swing Loans to each Borrower from time to time, which Swing Loans: (i) Lender shall be payable on to the Agent for the account of such Swing Loan Maturity Date applicable to each such Lender. The Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender Loan Lenders shall not make any Swing Loan in the period commencing on the first Business Day after it has received receipt of written notice from any Lender (I) that one or more of the Parent Borrowerapplicable conditions precedent contained in Article IV will not on such date be satisfied until such Lender confirms that ---------- such condition precedent has been met, any other Credit Party or the Required Revolving Lenders stating (II) that a Default or an Event of Unmatured Default exists has occurred, and is continuing until such time as the Swing Line Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of ending when such Default or Event of Unmatured Default no longer exists and the Swing Loan Lenders shall not otherwise be required to determine that, or take notice whether, (x) the applicable conditions precedent set forth in Article IV hereof have been satisfied or (y) a Default or (C) Unmatured ---------- Default has occurred and is continuing. In no event shall the number of Swing Loans made in Dollars outstanding at any time be greater than three. In no event shall the waiver number of such Default or Event of Default Swing Loans made in accordance with Section 10.12an Agreed Currency outstanding at any time be greater than three.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on On the terms and subject to the conditions set forth contained in this Agreement, the Swingline Lender shall make loans in Dollars (each a “Swing Loan”) available to make a Swing the Parent on behalf the Borrowers under the Term B Loan or Swing Loans to each Borrower Commitment from time to time, which Swing Loans: time on any Business Day during the period from the date hereof until the earlier of (i) shall be payable on the Swing Loan Maturity third anniversary of the Initial Closing Date applicable to each such Swing Loan; and (ii) shall be made the Termination Date in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the an aggregate principal amount of Swing Loans at any time outstanding does not to exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Swingline Commitment; (v) shall not be made ifprovided, after giving effect theretohowever, that the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Swingline Lender shall may not make any Swing Loan (x) to the extent that after giving effect to such Swing Loan, the aggregate amount of outstanding Term B Loans would exceed the Term B Loan Commitment and (y) in the period commencing on the first Business Day after it has received written receives notice from the Administrative Agent or a majority of the Swingline Lenders that one or more of the conditions precedent contained in Section 12.4 are not satisfied and ending when such conditions are satisfied or duly waived by the Administrative Agent or a majority of the Swingline Lenders. In connection with the making of any Swing Loan, the Swingline Lender may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 12.4 have been satisfied or waived. Each Swing Loan shall be a Base Rate Loan and must be repaid in full on the earliest of (i) the Termination Date and (ii) 60 days from the date of such Swing Loan. Within the limits set forth in the first sentence of this Section 2.1.3, amounts of Swing Loans repaid may be reborrowed under this Section 2.1.3. In order to request a Swing Loan, the Parent Borroweron behalf of the Borrowers shall give to the Administrative Agent a notice to be received not later than 11:00 A.M. on the day of the proposed borrowing, which may be made in a writing substantially in the form of Exhibit F duly completed (a “Swingline Request”) or by telephone if confirmed promptly but, in any other Credit Party event, prior to such borrowing, with such a Swingline Request. The Administrative Agent shall promptly notify the Swingline Lender of the details of the requested Swing Loan. Upon receipt of such notice and subject to the terms of this Agreement, the Swingline Lender shall make a Swing Loan available to the Borrower by making the proceeds thereof available to the Administrative Agent and, in turn, the Administrative Agent shall make such proceeds available to the Parent on behalf of the Borrowers on the date set forth in the relevant Swingline Request. The Administrative Agent shall act as the sole Swingline Lender, unless it elects in its sole and absolute discretion to require, upon oral or written notice, that the Required Revolving Lenders stating holding the Term B Loan Commitment fund the Swing Loan in an amount equal to each Lender’s Pro Rata Share. The Swingline Lender may at any time forward a demand to the Administrative Agent (which the Administrative Agent shall, upon receipt, forward to each Lender) that each Lender pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Share of all or a Default or an portion of the outstanding Swing Loans. Each Lender shall pay such Pro Rata Share to the Administrative Agent for the account of the Swingline Lender within one Business Day of receipt of such request. Upon the occurrence of any Event of Default exists and is continuing until such time as the Swing Line Default, each Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in each Swing Loan in an amount equal to such Lender’s Pro Rata Share of such Swing Loan. Upon receipt by the Swingline Lender of any payment from any Lender pursuant to the foregoing with respect to any portion of any Swing Loan, the Swingline Lender shall promptly pay over to such Lender all payments of principal (to the extent received written notice after such payment by such Lender) and interest (to the extent accrued with respect to periods after such payment) received by the Swingline Lender with respect to such portion. Each Lender’s obligations pursuant hereto shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of rescission of all any setoff, claim, abatement, recoupment, defense or other right that such notices from Lender, any Affiliate thereof or any other Person may have against the party Swing Loan Lender or parties originally delivering such notice or noticesany other Person, (B) the failure of any condition precedent set forth in Section 12.4 to be satisfied or the failure of the cure Borrower to deliver any notice set forth in Section 2.2.2 (each of such Default or Event of Default or which requirements the Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of the waiver of such Default or Event of Default in accordance with Section 10.12any Borrower.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) Subject to the terms and conditions set forth in this Agreement, to make a Swing Loan or Lender agrees to lend to the Borrower (the “Swing Loans to each Loans”), and the Borrower may borrow (and repay and reborrow) from time to timetime between the Closing Date and the date which is five (5) Business Days prior to the Maturity Date upon notice by the Borrower to the Swing Loan Lender given in accordance with this §2.2, which such sums in Dollars as are requested by the Borrower for the purposes set forth in §2.10 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loans: Loan Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be payable on the Swing Loan Maturity Date applicable to each such Swing Loancontinuing; (ii) no Lender shall be made a Defaulting Lender (provided Swing Loan Lender may, in U.S. Dollars and shall its sole discretion, be Base Rate Loansentitled to waive this condition); (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate outstanding principal amount of Swing Loans outstanding does the Revolving Credit Exposure shall not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not at any time exceed the Total Revolving Commitment; (v) Commitments and the Total Exposure shall not be made ifexceed the Facility Cap, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (viiv) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any each Swing Loan after it shall be in a minimum amount of $1,000,000.00. Swing Loans shall constitute “Loans” for all purposes hereunder. The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ §▇▇ and §11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in §10 and §11 have been satisfied unless Swing Loan Lender has received written notice from a Lender that such conditions have not been satisfied. Each Swing Loan shall be due and payable within five (5) Business Days of the Parent date such Swing Loan was provided and Borrower hereby agrees (to the extent not repaid as contemplated by §2.2(d) below) to repay each Swing Loan on or before the date that is five (5) Business Days from the date such Swing Loan was provided; repayment of any Swing Loan may not be made by the advance of a new Swing Loan. (b) The Swing Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit B hereto (the “Swing Loan Note”), dated the date of this Agreement and completed with appropriate insertions. The Swing Loan Note shall be payable to the order of the Swing Loan Lender in the principal face amount equal to the Swing Loan Commitment and shall be payable as set forth below. (c) Borrower shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request executed by an Authorized Officer no later than 1:00 p.m. (Eastern time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which shall be in the minimum amount of $1,000,000) and providing the wire instructions for the delivery of the Swing Loan proceeds, together with an executed Compliance Certificate calculated on a pro forma basis. Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept such Swing Loan on the Drawdown Date. Notwithstanding anything herein to the contrary, a Swing Loan shall be a Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Loans. The proceeds of the Swing Loan will be disbursed by wire by the Swing Loan Lender to the Borrower no later than 3:00 p.m. (Eastern time). (d) The Swing Loan Lender shall, within two (2) Business Days after the Drawdown Date with respect to such Swing Loan, request each Revolving Credit Lender, including the Swing Loan Lender, to make a Revolving Credit Loan pursuant to §2.1(b) in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Loan outstanding on the date such notice is given. In the event that the Borrower does not notify the Agent in writing otherwise on or before noon (Eastern time) of the second (2nd) Business Day after the Drawdown Date with respect to such Swing Loan, Agent shall notify the Revolving Credit Lenders that such Loan shall be a LIBOR Rate Loan with an Interest Period of one (1) month, provided that the making of such LIBOR Rate Loan will not be in contravention of any other provision of this Agreement, or if the making of a LIBOR Rate Loan would be in contravention of this Agreement, then such notice shall indicate that such loan shall be a Base Rate Loan. Borrower hereby irrevocably authorizes and directs the Swing Loan Lender to so act on its behalf, and agrees that any amount advanced to the Agent for the benefit of the Swing Loan Lender pursuant to this §2.2(d) shall be considered a Revolving Credit Loan pursuant to §2.1. Unless any of the events described in paragraph (h), (i) or (j) of §12.1 shall have occurred (in which event the procedures of §2.2(e) shall apply), each Revolving Credit Lender shall make the proceeds of its Loan available to the Swing Loan Lender for the account of the Swing Loan Lender at the Agent’s Head Office prior to 12:00 noon (Eastern time) in funds immediately available no later than the third (3rd) Business Day after the date such notice is given just as if the Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the Notes. The proceeds of such Revolving Credit Loan shall be immediately applied to repay the Swing Loans. (e) If for any reason a Swing Loan cannot be refinanced by a Loan pursuant to §2.2(d) (including due to a Defaulting Lender’s failure to fund), each Revolving Credit Lender will, on the date such Loan pursuant to §2.2(d) was to have been made, purchase an undivided participation interest in the Swing Loan in an amount equal to its Revolving Credit Commitment Percentage of such Swing Loan (or portion thereof). Each Revolving Credit Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation and upon receipt thereof the Swing Loan Lender will deliver to such Revolving Credit Lender a Swing Loan participation certificate dated the date of receipt of such funds and in such amount. (f) Whenever at any time after the Swing Loan Lender has received from any Revolving Credit Lender such Lender’s participation interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing Loan Lender will distribute to such Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Loan Lender is required to be returned, such Revolving Credit Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender to it. (g) Each Revolving Credit Lender’s obligation to fund a Revolving Credit Loan as provided in §2.2(d) or to purchase participation interests pursuant to §2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Party Lender or the Required Revolving Lenders stating that Borrower may have against the Swing Loan Lender, the Borrower or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default exists and is continuing until such time as Default; (iii) any adverse change in the Swing Line Lender shall have received written notice condition (A) of rescission of all such notices from the party financial or parties originally delivering such notice or notices, (Botherwise) of the cure Borrower or any of such Default its Subsidiaries; (iv) any breach of this Agreement or Event any of Default the other Loan Documents by the Borrower or any Lender; or (Cv) any other circumstance, happening or event whatsoever, whether or not similar to any of the waiver foregoing. Any portions of a Swing Loan not so purchased or converted may be treated by the Agent and Swing Loan Lender as against such Default Revolving Credit Lender as a Revolving Credit Loan which was not funded by the non-purchasing Revolving Credit Lender as contemplated by §2.2 and §12.5, and shall have such rights and remedies against such Revolving Credit Lender as are set forth in §§2.2, 12.5 and 14.5. Each Swing Loan, once so sold or Event converted, shall cease to be a Swing Loan for the purposes of Default in accordance with Section 10.12this Agreement, but shall be a Revolving Credit Loan made by each Revolving Credit Lender under its Commitment.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) On the terms and subject to the conditions set forth contained in this Agreement, the Swing Loan Lender shall make, in Dollars, loans (each, a “Swing Loan”) otherwise available to the Borrower under the Facility from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that (i) at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit, (ii) in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan after having given prior notice thereof to the Administrative Agent (which notice the Swing Loan Lender shall give as soon as reasonably practicable and, in any event, on or before the date on which the applicable Swing Loans Loan is required to each Borrower from time be made), and (iii) the Swing Loan Lender shall not be required to timemake any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender (other than such Swing Loan Lender) is a Defaulting Lender, which unless after giving effect to the requested Swing Loans: , there would exist no Fronting Exposure (in the good faith determination of the Swing Loan Lender). Each Swing Loan shall be, at the option of the Borrower, (i) shall be payable on a Base Rate Loan, or (ii) a Loan bearing interest at a rate per annum offered by the Swing Loan Maturity Lender (it being understood that the Swing Loan Lender shall have no obligation to offer a Loan pursuant to this clause (ii)), and, in each case, must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date applicable (without giving effect to each any extensions of the type referred to in Section 12.1(b) hereof). Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). (b) In order to request a Swing Loan, the Borrower shall telecopy (or forward by electronic mail or similar means) to the Swing Loan Lender, with a copy to the Administrative Agent, a duly completed request in substantially the form of Exhibit D, setting forth the requested amount and date of such Swing Loan; Loan (a “Swing Loan Request”), to be received by the Swing Loan Lender not later than 1:00 p.m. on the day of the proposed borrowing. Promptly after receipt by the Swing Loan Lender of any Swing Loan Request, the Swing Loan Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Loan Request and, if not, the Swing Loan Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Loan Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any applicable Revolver Lender) prior to 1:00 p.m. on the date of the proposed Swing Loan Borrowing (i) directing the Swing Loan Lender not to make such Swing Loan as a result of the limitations set forth in Section 2.3(a), or (ii) that one or more of the applicable conditions contained in Section 4.2 (and, if the date of the proposed Swing Loan Borrowing is the Effective Date, Section 4.1) is not then satisfied or duly waived, then, subject to the terms of this Agreement, the Swing Loan Lender shall make a Swing Loan available to the Borrower as promptly as reasonably practicable on the date set forth in the relevant Swing Loan Request. (c) The Swing Loan Lender may demand at any time that each Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (d) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in U.S. Dollars writing and shall specify the outstanding principal amount of Swing Loans demanded to be Base Rate Loans; paid. (iiid) may The Administrative Agent shall forward each demand referred to in clause (c) above to each Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. on any Business Day or any such notice or demand received on a day that is not a Business Day shall not be repaid or prepaid and reborrowed in accordance required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the provisions hereof; (iv) may only be made if after giving effect thereto (A) Administrative Agent specifying the amount of each Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding does in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not exceed the conditions precedent set forth in Sections 4.2 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before 11:00 a.m. on the Business Day next succeeding the date of such Lender’s receipt of such notice or demand, make available to the Administrative Agent, in Same Day Funds in Dollars, for the account of the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect theretoLoan Lender, the Borrowers would amount specified in such statement. Upon such payment by a Lender, such Lender shall, except as provided in clause (e) below, be deemed to have made a Revolving Loan to the Borrower in the amount of such payment. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. (e) Upon the occurrence of a Default under Section 10.1(f), each Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Loan otherwise required to prepay Loans or Cash Collateralize Letters of Credit be repaid by such Lender pursuant to Section 2.13(cclause (d) hereof; and above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (vid) shall not be made if the proceeds thereof would be used to repayabove, in whole or in partSame Day Funds, any outstanding an amount equal to such Lender’s Ratable Portion of such Swing Loan. Notwithstanding anything If all or part of such amount is not in fact made available by such Lender to the contrary contained in this Section 2.04(a)Swing Loan Lender on such date, the Swing Line Loan Lender shall not make be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at the Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to Base Rate Loans. (f) From and after the date on which any Lender (i) is deemed to have made a Revolving Loan pursuant to clause (d) above with respect to any Swing Loan after it has received written notice from the Parent Borroweror (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (e) above, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Loan Lender shall have received written notice (A) of rescission promptly distribute to such Lender such Lender’s Ratable Portion of all such notices from payments of principal and interest received by the party or parties originally delivering such notice or notices, (B) of the cure Swing Loan Lender on account of such Default or Event of Default Swing Loan other than those received from a Lender pursuant to clause (d) or (Ce) of the waiver of such Default or Event of Default in accordance with Section 10.12above.

Swing Loans. During (a) BofA may elect in its sole discretion to make revolving loans of a Base Rate Loan Type (the Revolving Facility Availability Period, "Swing Loan(s)") to a Fund solely for BofA's own account from time to time on or after the Closing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding not to exceed the lesser of (i) $50,000,000 or (ii) the maximum aggregate principal amount relating to BofA's Commitment available and permitted under Section 2.1. BofA may make Swing Line Lender agrees, on Loans (subject to the terms and conditions precedent set forth in this AgreementSection 4.2), to make provided that BofA has received notice no later than 12:00 p.m. (San Francisco time) either (i) by facsimile transmission of a Loan Request in writing or (ii) by telephone notice from an Authorized Officer of the relevant Fund for funding of a Swing Loan or Swing Loans to each Borrower from time to time, which Swing Loans: (i) shall be payable on the Business Day on which such Swing Loan Maturity Date applicable is requested to be made. The relevant Fund shall simultaneously also give telephonic notice to the Agent of such Loan Request for a Swing Loan and the Agent shall promptly notify each Bank of its receipt of such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Loan Request for a Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender BofA shall not make any Swing Loan immediately after it has received written BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. (b) Each Fund requesting by telephone notice and obtaining a Swing Loan shall deliver promptly by facsimile transmission to BofA and the Agent a Loan Request signed by an Authorized Officer confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the Parent Borroweraction taken by BofA, the records of BofA shall govern, absent manifest error. (c) Each outstanding Swing Loan shall be payable on the Business Day next following the day the Swing Loan was made, with interest at the Base Rate accrued thereon, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the borrowing Fund delivers or has previously delivered to BofA and the Agent a notice of its intention to repay and does repay the Swing Loan prior to 8:00 a.m. (San Francisco time), such Swing Loan shall automatically convert to a Base Rate Loan under this Agreement, and each Bank (other than BofA) shall irrevocably and unconditionally purchase from BofA, without recourse or warranty to BofA, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to the Agent for the benefit of BofA in immediately available funds. Such payment shall be made by the other Banks whether or not a Default is then continuing or any other Credit Party condition precedent set forth in Section 4.2 is then met and whether or not the Required Revolving Lenders stating that relevant Fund has then requested a Default or an Event of Default exists and Loan in such amount. If such amount is continuing until not in fact paid to BofA by any Bank, BofA shall be entitled to recover such time as the Swing Line Lender shall have received written notice (A) of rescission of all amount on demand from such notices Bank, together with accrued interest thereon from the party or parties originally delivering due date therefor (if made prior to 12:00 noon, San Francisco time) on any Business Day until the date such amount is paid to BofA by such Bank, at the Federal Funds Rate (as determined by the Agent) for the first three Business Days after such Bank receives notice or notices, (B) of the cure of such Default or Event required purchase and thereafter at the Base Rate. The failure of Default or (C) any Bank to pay such amount to the Agent for the benefit of BofA shall not relieve any other Bank of its obligation to BofA hereunder. Notwithstanding the waiver foregoing, upon repayment by the borrowing Fund of a Swing Loan made by BofA hereunder, such Default or Event Fund on that due date may otherwise deliver a Loan Request to the Agent pursuant to Section 2.3 and borrow Loans subject to the terms of Default in accordance with Section 10.12this Agreement from all the Banks.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on Subject to the terms and conditions set forth in of this ----------- Agreement, upon request of Borrower, the Swing Loan Lender agrees to make a one or more loans ("Swing Loan or Swing Loans Loans") to each Borrower from time to timetime from and including the ----------- Closing Date to but excluding the R/C Termination Date, which Swing Loans: (i) shall be payable on in an amount not to exceed the Swing Loan Maturity Date applicable Commitment as then in effect. Prior to each such the R/C Termination Date, Borrower may borrow, repay and reborrow Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed Loans up to the Swing Loan Commitment in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount terms of this Agreement. The Swing Loan Lender shall not make any Swing Loans outstanding does not exceed on or after the R/C Termination Date. No Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Loan shall not be made if, after giving full effect theretoto the requested Swing Loan, the Borrowers aggregate outstanding amount of Revolving Loans, plus the aggregate outstanding amount of Swing Loans, plus the aggregate outstanding L/C Liabilities would be required to prepay exceed the Borrowing Base as in effect at such time. All Swing Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not will be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding and maintained only as ABR Loans. The Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Loan Lender shall not make any Swing Loan after it has received receiving a written notice from the Parent Borrower, any other Credit Party Borrower or the Required Majority Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Loan Lender shall have received written notice of (Ai) of rescission of all such notices from the party or parties originally delivering such notice or noticesnotice, (Bii) of the cure of such Default or Event of Default or (C) of the waiver of such Default by the Majority Lenders, or (iii) Administrative Agent's good faith determination that such Default has ceased to exist. Swing Loans shall be made (i) in minimum amounts of $500,000 and integral multiples of $100,000 above such amount, (ii) in the aggregate unused amount of the Swing Loan Commitment or (iii) in the amount of any Reimbursement Obligation to be paid with the proceeds of such Swing Loan. Upon the occurrence of an Event of Default, each Revolving Lender shall be deemed to have purchased (and each Revolving Lender hereby irrevocably agrees to purchase) an irrevocable participation in all outstanding Swing Loans, together with all accrued interest thereon equal to such Lender's R/C Percentage thereof, without any further action by or on behalf of the Swing Loan Lender, any other Lender, Borrower or any other Person. Upon one Business Day's notice from the Swing Loan Lender, each other Revolving Lender shall deliver to the Swing Loan Lender an amount equal to its respective participation in such Swing Loan (as determined pursuant to the immediately preceding sentence) in immediately available funds. In order to evidence such participation, each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Loan Lender in form and substance satisfactory to the Swing Loan Lender and the Revolving Lender. If any Revolving Lender fails to make available to the Swing Loan Lender the amount of such Revolving Lender's participation as provided in this paragraph, the Swing Loan Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon at the Federal Funds Rate until such amount is paid in full in immediately available funds. In the event the Swing Loan Lender receives a payment from any Obligor of any amount in which the Revolving Lenders have purchased participations as provided in this paragraph, the Swing Loan Lender shall promptly distribute to each Revolving Lender its pro rata share of --- ---- such payment. Notwithstanding anything herein to the contrary, each Revolving Lender's obligation to purchase a participation in each unpaid Swing Loan shall be absolute and unconditional and shall not be affected by any circumstances, including (1) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may now or hereafter have against the Swing Loan Lender, Borrower or any other Person for any reason whatsoever, (2) the occurrence or continuation of a Default or an Event of Default, (3) the occurrence of any Material Adverse Change or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, except that no Revolving Lender need participate in accordance with any Swing Loan made by the Swing Loan Lender in violation of the penultimate sentence of the first paragraph of this Section 10.122.01(d).

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) On the terms and subject to the conditions set forth contained in this Agreement, the Swing Loan Lender shall make, in Dollars, loans (each, a “Swing Loan”) otherwise available to the Borrower under the Facility (other than the FILO Facility) from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that (i) at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit, (ii) in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan after having given prior notice thereof to the Administrative Agent (which notice the Swing Loan Lender shall give as soon as reasonably practicable and, in any event, on or before the date on which the applicable Swing Loans Loan is required to each Borrower from time be made), and (iii) the Swing Loan Lender shall not be required to timemake any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender (other than such Swing Loan Lender and FILO Lenders) is a Defaulting Lender, which unless after giving effect to the requested Swing Loans: , there would exist no Fronting Exposure (in the good faith determination of the Swing Loan Lender). Each Swing Loan shall be, at the option of the Borrower, (i) shall be payable on a Base Rate Loan, or (ii) a Loan bearing interest at a rate per annum offered by the Swing Loan Maturity Lender (it being understood that the Swing Loan Lender shall have no obligation to offer a Loan pursuant to this clause (ii)), and, in each case, must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date applicable (without giving effect to each any extensions of the type referred to in Section 12.1(b) hereof). Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). (b) In order to request a Swing Loan, the Borrower shall telecopy (or forward by electronic mail or similar means) to the Swing Loan Lender, with a copy to the Administrative Agent, a duly completed request in substantially the form of Exhibit D, setting forth the requested amount and date of such Swing Loan; Loan (a “Swing Loan Request”), to be received by the Swing Loan Lender not later than 1:00 p.m. on the day of the proposed borrowing. Promptly after receipt by the Swing Loan Lender of any Swing Loan Request, the Swing Loan Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Loan Request and, if not, the Swing Loan Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Loan Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any applicable Revolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Loan Borrowing (i) directing the Swing Loan Lender not to make such Swing Loan as a result of the limitations set forth in Section 2.3(a), or (ii) that one or more of the applicable conditions contained in Section 4.2 (and, if the date of the proposed Swing Loan Borrowing is the Effective Date, Section 4.1) is not then satisfied or duly waived, then, subject to the terms of this Agreement, the Swing Loan Lender shall make a Swing Loan available to the Borrower as promptly as reasonably practicable on the date set forth in the relevant Swing Loan Request. (c) The Swing Loan Lender may demand at any time that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (d) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in U.S. Dollars writing and shall specify the outstanding principal amount of Swing Loans demanded to be Base Rate Loans; paid. (iiid) may The Administrative Agent shall forward each demand referred to in clause (c) above to each Revolving Credit Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. on any Business Day or any such notice or demand received on a day that is not a Business Day shall not be repaid or prepaid and reborrowed in accordance required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the provisions hereof; (iv) may only be made if after giving effect thereto (A) Administrative Agent specifying the amount of each Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding does in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not exceed the conditions precedent set forth in Sections 4.2 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before 11:00 a.m. on the Business Day next succeeding the date of such Lender’s receipt of such notice or demand, make available to the Administrative Agent, in Same Day Funds in Dollars, for the account of the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect theretoLoan Lender, the Borrowers would amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Lender shall, except as provided in clause (e) below, be deemed to have made a Revolving Loan to the Borrower in the amount of such payment. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. (e) Upon the occurrence of a Default under Section 10.1(f), each Revolving Credit Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Loan otherwise required to prepay Loans or Cash Collateralize Letters of Credit be repaid by such Lender pursuant to Section 2.13(cclause (d) hereof; and above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (vid) shall not be made if the proceeds thereof would be used to repayabove, in whole or in partSame Day Funds, any outstanding an amount equal to such Lender’s Ratable Portion of such Swing Loan. Notwithstanding anything If all or part of such amount is not in fact made available by such Lender to the contrary contained in this Section 2.04(a)Swing Loan Lender on such date, the Swing Line Loan Lender shall not make be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at the Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to Base Rate Loans. (f) From and after the date on which any Revolving Credit Lender (i) is deemed to have made a Revolving Loan pursuant to clause (d) above with respect to any Swing Loan after it has received written notice from the Parent Borroweror (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (e) above, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Loan Lender shall have received written notice (A) of rescission promptly distribute to such Lender such Lender’s Ratable Portion of all such notices from payments of principal and interest received by the party or parties originally delivering such notice or notices, (B) of the cure Swing Loan Lender on account of such Default or Event of Default Swing Loan other than those received from a Lender pursuant to clause (d) or (Ce) of the waiver of such Default or Event of Default in accordance with Section 10.12above.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth BofA may elect in this Agreement, its sole discretion to make loans that shall bear interest at the Federal Funds Rate plus 0.50% per annum (each, a "Swing Loan or Swing Loans Loan") to each a Borrower solely for BofA's own account from time to timetime on or after the Refinancing Date and prior to the Commitment Termination Date up to an aggregate principal amount at any one time outstanding to both of the Borrowers not to exceed $25,000,000; provided, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if however, that after giving effect thereto (A) to any Swing Loan, the aggregate principal amount of Swing all outstanding Loans outstanding does shall not exceed the Swing Line Commitment, and least of (Bi) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving CommitmentCommitment of BofA; (vii) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters combined Commitments of Credit pursuant to Section 2.13(c) hereofall the Banks; and (viiii) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Borrowing Base. BofA may make Swing Loan. Notwithstanding anything Loans (subject to the contrary contained conditions precedent set forth in this Section 2.04(a4.2), provided that BofA receives notice no later than 2:00 p.m. (Eastern time) either (i) by facsimile transmission of a Loan Request or (ii) by telephone notice from an Authorized Officer of the relevant Borrower for funding of a Swing Line Lender Loan on the Business Day on which such Swing Loan is requested to be made. BofA shall not make any Swing Loan after BofA becomes aware that one or more of the conditions precedent contained in Section 4.2 is not satisfied until such conditions have been satisfied or waived. If a Borrower shall request by telephonic notice and obtain a Swing Loan, it has received written shall deliver promptly by facsimile transmission to BofA a Loan Request signed by an Authorized Officer of the Borrower confirming such telephonic notice for a Swing Loan. If the information contained in any such Loan Request differs in any material respect from the Parent Borroweraction taken by BofA, any the records of BofA shall govern, absent manifest error. Each outstanding Swing Loan shall be payable no later than the seventh Business Day next following the day the Swing Loan was made, with interest at the Federal Funds Rate plus 0.50% per annum, and shall be subject to all the terms and conditions applicable to Loans, except that all interest thereon shall be payable to BofA solely for its own account. On the due date for such Swing Loan, unless the relevant Borrower delivers or has previously delivered to BofA a notice of its intention to repay and does repay the Swing Loan prior to 12:00 noon (Eastern time), such Swing Loan shall automatically convert to a Federal Funds Rate Loan under this Agreement, and each Bank (other Credit Party than BofA), shall irrevocably and unconditionally purchase from BofA, without recourse or warranty, an undivided interest and participation in such Swing Loan in an amount equal to such Bank's Pro Rata Share and promptly pay such amount to BofA in immediately available funds (which payment shall be due by 2:00 p.m. (Eastern time) on such day if BofA requests payment therefor prior to 12:00 noon (Eastern time) on such day; otherwise such payment shall be due by 2:00 p.m. (Eastern time) on the Required Revolving Lenders stating that a Default first Business Day after BofA requests the same). Such payment shall be made by the other Banks whether or not an Event of Default exists or a Default is then continuing or any other condition precedent set forth in Section 4.2 is then met and whether or not the relevant Borrower has then requested a Loan in such amount. If such amount is continuing until not in fact paid to BofA by any Bank, BofA shall be entitled to recover such time as the Swing Line Lender shall have received written notice (A) of rescission of all amount on demand from such notices Bank, together with accrued interest thereon from the party or parties originally delivering due date therefor (if made prior to 2:00 p.m., Eastern time) on any Business Day until the date such notice or noticesamount is paid to BofA by such Bank, (B) at the Federal Funds Rate. The failure of the cure any Bank to pay such amount to BofA shall not relieve any other Bank of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12its obligation to BofA hereunder.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) Subject to the terms and conditions set forth in this Agreement, to make a Swing Loan or Lender agrees to lend to the Borrower (the “Swing Loans to each Loans”), and the Borrower may borrow (and repay and reborrow) from time to timetime between the Closing Date and the date which is five (5) Business Days prior to the Maturity Date upon notice by the Borrower to the Swing Loan Lender given in accordance with this §2.2, which such sums in Dollars as are requested by the Borrower for the purposes set forth in §2.10 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loans: Loan Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be payable on the Swing Loan Maturity Date applicable to each such Swing Loancontinuing; (ii) no Lender shall be made a Defaulting Lender (provided Swing Loan Lender may, in U.S. Dollars and shall its sole discretion, be Base Rate Loansentitled to waive this condition); (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate outstanding principal amount of Swing Loans outstanding does the Revolving Credit Exposure shall not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not at any time exceed the Total Revolving Commitment; (v) Commitments and the Total Exposure shall not be made ifexceed the Facility Cap, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (viiv) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any each Swing Loan after it shall be in a minimum amount of $1,000,000.00. Swing Loans shall constitute “Loans” for all purposes hereunder. The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ §▇▇ and §11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in §10 and §11 have been satisfied unless Swing Loan Lender has received written notice from a Lender that such conditions have not been satisfied. Each Swing Loan shall be due and payable within five (5) Business Days of the Parent date such Swing Loan was provided and Borrower hereby agrees (to the extent not repaid as contemplated by §2.2(d) below) to repay each Swing Loan on or before the date that is five (5) Business Days from the date such Swing Loan was provided; repayment of any Swing Loan may not be made by the advance of a new Swing Loan. (b) The Swing Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit B hereto (the “Swing Loan Note”), dated the date of this Agreement and completed with appropriate insertions. The Swing Loan Note shall be payable to the order of the Swing Loan Lender in the principal face amount equal to the Swing Loan Commitment and shall be payable as set forth below. (c) Borrower shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request executed by an Authorized Officer no later than 1:00 p.m. (Eastern time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which shall be in the minimum amount of $1,000,000) and providing the wire instructions for the delivery of the Swing Loan proceeds, together with an executed Compliance Certificate calculated on a pro forma basis. Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept such Swing Loan on the Drawdown Date. Notwithstanding anything herein to the contrary, a Swing Loan shall be a Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Loans. The proceeds of the Swing Loan will be disbursed by wire by the Swing Loan Lender to the Borrower no later than 3:00 p.m. (Eastern time). (d) The Swing Loan Lender shall, within two (2) Business Days after the Drawdown Date with respect to such Swing Loan, request each Revolving Credit Lender, including the Swing Loan Lender, to make a Revolving Credit Loan pursuant to §2.1(c) in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the amount of the Swing Loan outstanding on the date such notice is given. In the event that the Borrower does not notify the Agent in writing otherwise on or before noon (Eastern time) of the second (2nd) Business Day after the Drawdown Date with respect to such Swing Loan, Agent shall notify the Revolving Credit Lenders that such Loan shall be a Revolving Credit Term SOFR Loan with an Interest Period of one (1) month, provided that the making of such Revolving Credit Term SOFR Loan will not be in contravention of any other provision of this Agreement, or if the making of a Revolving Credit Term SOFR Loan would be in contravention of this Agreement, then such notice shall indicate that such loan shall be a Base Rate Loan. Borrower hereby irrevocably authorizes and directs the Swing Loan Lender to so act on its behalf, and agrees that any amount advanced to the Agent for the benefit of the Swing Loan Lender pursuant to this §2.2(d) shall be considered a Revolving Credit Loan pursuant to §2. 1. Unless any of the events described in paragraph (h), (i) or (j) of §12.1 shall have occurred (in which event the procedures of §2.2(e) shall apply), each Revolving Credit Lender shall make the proceeds of its Loan available to the Swing Loan Lender for the account of the Swing Loan Lender at the Agent’s Head Office prior to 12:00 noon (Eastern time) in funds immediately available no later than the third (3rd) Business Day after the date such notice is given just as if the Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the Notes. The proceeds of such Revolving Credit Loan shall be immediately applied to repay the Swing Loans. (e) If for any reason a Swing Loan cannot be refinanced by a Loan pursuant to §2.2(d) (including due to a Defaulting Lender’s failure to fund), each Revolving Credit Lender will, on the date such Loan pursuant to §2.2(d) was to have been made, purchase an undivided participation interest in the Swing Loan in an amount equal to its Revolving Credit Commitment Percentage of such Swing Loan (or portion thereof). Each Revolving Credit Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation and upon receipt thereof the Swing Loan Lender will deliver to such Revolving Credit Lender a Swing Loan participation certificate dated the date of receipt of such funds and in such amount. (f) Whenever at any time after the Swing Loan Lender has received from any Revolving Credit Lender such Lender’s participation interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing Loan Lender will distribute to such Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Loan Lender is required to be returned, such Revolving Credit Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender to it. (g) Each Revolving Credit Lender’s obligation to fund a Revolving Credit Loan as provided in §2.2(d) or to purchase participation interests pursuant to §2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Party Lender or the Required Revolving Lenders stating that Borrower may have against the Swing Loan Lender, the Borrower or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default exists and is continuing until such time as Default; (iii) any adverse change in the Swing Line Lender shall have received written notice condition (A) of rescission of all such notices from the party financial or parties originally delivering such notice or notices, (Botherwise) of the cure Borrower or any of such Default its Subsidiaries; (iv) any breach of this Agreement or Event any of Default the other Loan Documents by the Borrower or any Lender; or (Cv) any other circumstance, happening or event whatsoever, whether or not similar to any of the waiver foregoing. Any portions of a Swing Loan not so purchased or converted may be treated by the Agent and Swing Loan Lender as against such Default or Event of Default Revolving Credit Lender as a Revolving Credit Loan which was not funded by the non-purchasing Revolving Credit Lender as contemplated by §2.2 and §12.5, and shall have such rights and remedies against such Revolving Credit Lender as are set forth in accordance with Section 10.12§§2.2, 12.5 and 14.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on Subject to the terms and conditions set forth in of this Agreement, upon request of Borrower, the Swing Loan Lender agrees to make a Swing Loan one or Swing Loans more loans ("SWING LOANS") to each Borrower from time to timetime from and including the Closing Date to but excluding the R/C Termination Date, which Swing Loans: (i) shall be payable on in an amount not to exceed the Swing Loan Maturity Date applicable Commitment as then in effect. Prior to each such the R/C Termination Date, Borrower may borrow, repay and reborrow Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed Loans up to the Swing Loan Commitment in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount terms of this Agreement. The Swing Loan Lender shall not make any Swing Loans outstanding does not exceed on or after the R/C Termination Date. No Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Loan shall not be made if, after giving full effect theretoto the requested Swing Loan, the Borrowers aggregate outstanding amount of Revolving Loans, PLUS the aggregate outstanding amount of Swing Loans, PLUS the aggregate outstanding L/C Liabilities would be required to prepay exceed the aggregate amount of the Revolving Commitments as in effect at such time. All Swing Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding and maintained only as ABR Loans. The Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Loan Lender shall not make any Swing Loan after it has received receiving a written notice from the Parent Borrower, any other Credit Party Borrower or the Required Majority Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Loan Lender shall have received written notice of (Ai) of rescission of all such notices from the party or parties originally delivering such notice or noticesnotice, (Bii) of the cure of such Default or Event of Default or (C) of the waiver of such Default by the Majority Lenders, or (iii) Administrative Agent's good faith determination that such Default has ceased to exist. Swing Loans shall be made in minimum amounts of $1.0 million and integral multiples of $100,000 above such amount. Upon the occurrence of a Default, each Revolving Lender shall be deemed to have purchased (and each Revolving Lender hereby irrevocably agrees to purchase) an irrevocable participation in all outstanding Swing Loans, together with all accrued interest thereon equal to such Lender's R/C Percentage thereof, without any further action by or on behalf of the Swing Loan Lender, any other Lender, Borrower or any other Person. Upon one Business Day's notice from the Swing Loan Lender, each other Revolving Lender shall deliver to the Swing Loan Lender an amount equal to its respective participation in such Swing Loan (as determined pursuant to the immediately preceding sentence) in immediately available funds. In order to evidence such participation, each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Loan Lender in form and substance satisfactory to the Swing Loan Lender and the Revolving Lender. If any Revolving Lender fails to make available to the Swing Loan Lender the amount of such Revolving Lender's participation as provided in this paragraph, the Swing Loan Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon at the Federal Funds Rate until such amount is paid in full in immediately available funds. In the event the Swing Loan Lender receives a payment from any Obligor of any amount in which the Revolving Lenders have purchased participations as provided in this paragraph, the Swing Loan Lender shall promptly distribute to each Revolving Lender its PRO RATA share of such payment. Notwithstanding anything herein to the contrary, each Revolving Lender's obligation to purchase a participation in each unpaid Swing Loan shall be absolute and unconditional and shall not be affected by any circumstances, including, (1) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may now or hereafter have against the Swing Loan Lender, Borrower or any other Person for any reason whatsoever, (2) the occurrence or continuation of a Default or an Event of Default Default, (3) the occurrence of any Material Adverse Change, (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, except that no Revolving Lender need participate in accordance with any Swing Loan made by the Swing Loan Lender in violation of the penultimate sentence of the first paragraph of Section 10.122.01(g).

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on Subject to the terms and conditions set forth in of this Agreement, upon request of Borrower, the Swing Loan Lender agrees to make a one or more loans ("Swing Loan or Swing Loans Loans") to each Borrower from time to timetime from and including the Closing Date to but excluding the R/C Termination Date, which Swing Loans: (i) shall be payable on in an amount not to exceed the Swing Loan Maturity Date applicable Commitment as then in effect. Prior to each such the R/C Termination Date, Borrower may borrow, repay and reborrow Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed Loans up to the Swing Loan Commitment in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount terms of this Agreement. The Swing Loan Lender shall not make any Swing Loans outstanding does not exceed on or after the R/C Termination Date. No Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) Loan shall not be made if, after giving full effect theretoto the requested Swing Loan, the Borrowers aggregate outstanding amount of Revolving Loans, plus the aggregate outstanding amount of Swing Loans, plus the aggregate outstanding L/C Liabilities would be required to prepay exceed the Borrowing Base as in effect at such time. All Swing Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not will be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding and maintained only as ABR Loans. The Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Loan Lender shall not make any Swing Loan after it has received receiving a written notice from the Parent Borrower, any other Credit Party Borrower or the Required Majority Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Loan Lender shall have received written notice of (Ai) of rescission of all such notices from the party or parties originally delivering each such notice or noticesnotice, (Bii) of the cure of such Default or Event of Default or (C) of the waiver of such Default by the Majority Lenders, or (iii) Administrative Agent's good faith determination that such Default has ceased to exist. Swing Loans shall be made (i) in minimum amounts of $500,000 and integral multiples of $100,000 above such amount, (ii) in the aggregate unused amount of the Swing Loan Commitment or (iii) in the amount of any Reimbursement Obligation to be paid with the proceeds of such Swing Loan. Upon the occurrence of an Event of Default, each Revolving Lender shall be deemed to have purchased (and each Revolving Lender hereby irrevocably agrees to purchase) an irrevocable participation in all outstanding Swing Loans, together with all accrued interest thereon equal to such Lender's R/C Percentage thereof, without any further action by or on behalf of the Swing Loan Lender, any other Lender, Borrower or any other Person. Upon one Business Day's notice from the Swing Loan Lender, each other Revolving Lender shall deliver to the Swing Loan Lender an amount equal to its respective participation in such Swing Loan (as determined pursuant to the immediately preceding sentence) in immediately available funds. In order to evidence such participation, each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Loan Lender in form and substance satisfactory to the Swing Loan Lender and such Revolving Lender. If any Revolving Lender fails to make available to the Swing Loan Lender the amount of such Revolving Lender's participation as provided in this paragraph, the Swing Loan Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon at the Federal Funds Rate until such amount is paid in full in immediately available funds. In the event the Swing Loan Lender receives a payment from any Obligor of any amount in which the Revolving Lenders have purchased participations as provided in this paragraph, the Swing Loan Lender shall hold such amount in trust for such Revolving Lenders and shall promptly distribute to each Revolving Lender its pro rata share of such payment. Notwithstanding anything herein to the contrary, each Revolving Lender's obligation to purchase a participation in each unpaid Swing Loan shall be absolute and unconditional and shall not be affected by any circumstances, including (1) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may now or hereafter have against the Swing Loan Lender, Borrower or any other Person for any reason whatsoever, (2) the occurrence or continuation of a Default or an Event of Default, (3) the occurrence of any Material Adverse Change or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, except that no Revolving Lender need participate in accordance with any Swing Loan made by the Swing Loan Lender in violation of the penultimate sentence of the first paragraph of this Section 10.122.01(d).

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make a Swing Loan or Swing Loans to each Borrower from time to time, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize cash collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any Swing Loan after it has received written notice from the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12by the Required Lenders.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) Subject to the terms and conditions set forth in this Agreement, to make a Swing Loan or Lender agrees to lend to the Borrower (the "Swing Loans to each Loans"), and the Borrower may borrow (and repay and reborrow) from time to timetime between the Closing Date and the date which is five (5) Business Days prior to the Maturity Date upon notice by the Borrower to the Swing Loan Lender given in accordance with this §2.2, which such sums in Dollars as are requested by the Borrower for the purposes set forth in §2.10 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loans: Loan Commitment; provided that in all events (i) no Default or Event of Default shall have occurred and be payable on the Swing Loan Maturity Date applicable to each such Swing Loancontinuing; (ii) no Lender shall be made a Defaulting Lender (provided Swing Loan Lender may, in U.S. Dollars and shall its sole discretion, be Base Rate Loansentitled to waive this condition); (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto outstanding principal amount of the Revolving Credit Exposure shall not at any time exceed the lesser of (A) the aggregate principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and Total Commitments or (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made ifBorrowing Base Availability, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (viiv) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender shall not make any each Swing Loan after it shall be in a minimum amount of $1,000,000.00. Swing Loans shall constitute "Loans" for all purposes hereunder. The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ §▇▇ and §11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in §10 and §11 have been satisfied unless Swing Loan Lender has received written notice from a Lender that such conditions have not been satisfied. Each Swing Loan shall be due and payable within five (5) Business Days of the Parent date such Swing Loan was provided and Borrower hereby agrees (to the extent not repaid as contemplated by §2.2(d) below) to repay each Swing Loan on or before the date that is five (5) Business Days from the date such Swing Loan was provided; repayment of any Swing Loan may not be made by the advance of a new Swing Loan. (b) The Swing Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit B hereto (the "Swing Loan Note"), dated the date of this Agreement and completed with appropriate insertions. The Swing Loan Note shall be payable to the order of the Swing Loan Lender in the principal face amount equal to the Swing Loan Commitment and shall be payable as set forth below. (c) Borrower shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request executed by an Authorized Officer no later than 1:00 p.m. (Eastern time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which shall be in the minimum amount of $1,000,000) and providing the wire instructions for the delivery of the Swing Loan proceeds, together with an executed Borrowing Base Availability Certificate in the form of Exhibit F. Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept such Swing Loan on the Drawdown Date. Notwithstanding anything herein to the contrary, a Swing Loan shall be a Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin for Base Rate Loans. The proceeds of the Swing Loan will be disbursed by wire by the Swing Loan Lender to the Borrower no later than 3:00 p.m. (Eastern time). (d) The Swing Loan Lender shall, within two (2) Business Days after the Drawdown Date with respect to such Swing Loan, request each Lender, including the Swing Loan Lender, to make a Loan pursuant to §2.1 in an amount equal to such Lender's Revolving Credit Commitment Percentage of the amount of the Swing Loan outstanding on the date such notice is given. In the event that the Borrower does not notify the Agent in writing otherwise on or before noon (Eastern time) of the second (2nd) Business Day after the Drawdown Date with respect to such Swing Loan, Agent shall notify the Lenders that such Loan shall be a LIBOR Rate Loan with an Interest Period of one (1) month, provided that the making of such LIBOR Rate Loan will not be in contravention of any other provision of this Agreement, or if the making of a LIBOR Rate Loan would be in contravention of this Agreement, then such notice shall indicate that such loan shall be a Base Rate Loan. Borrower hereby irrevocably authorizes and directs the Swing Loan Lender to so act on its behalf, and agrees that any amount advanced to the Agent for the benefit of the Swing Loan Lender pursuant to this §2.2(d) shall be considered a Revolving Loan pursuant to §2. 1. Unless any of the events described in paragraph (h), (i) or (j) of §12.1 shall have occurred (in which event the procedures of §2.2(e) shall apply), each Lender shall make the proceeds of its Loan available to the Swing Loan Lender for the account of the Swing Loan Lender at the Agent's Head Office prior to 12:00 noon (Eastern time) in funds immediately available no later than the third (3rd) Business Day after the date such notice is given just as if the Lenders were funding directly to the Borrower, so that thereafter such Obligations shall be evidenced by the Notes. The proceeds of such Loan shall be immediately applied to repay the Swing Loans. (e) If for any reason a Swing Loan cannot be refinanced by a Loan pursuant to §2.2(d) (including due to a Defaulting Lender's failure to fund), each Lender will, on the date such Loan pursuant to §2.2(d) was to have been made, purchase an undivided participation interest in the Swing Loan in an amount equal to its Revolving Credit Commitment Percentage of such Swing Loan (or portion thereof). Each Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation and upon receipt thereof the Swing Loan Lender will deliver to such Lender a Swing Loan participation certificate dated the date of receipt of such funds and in such amount. (f) Whenever at any time after the Swing Loan Lender has received from any Lender such Lender's participation interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing Loan Lender will distribute to such Lender its participation interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Loan Lender is required to be returned, such Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender to it. (g) Each Lender's obligation to fund a Loan as provided in §2.2(d) or to purchase participation interests pursuant to §2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other Credit Party right which such Lender or the Required Revolving Lenders stating that Borrower may have against the Swing Loan Lender, the Borrower or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default exists and is continuing until such time as Default; (iii) any adverse change in the Swing Line Lender shall have received written notice condition (A) of rescission of all such notices from the party financial or parties originally delivering such notice or notices, (Botherwise) of the cure Borrower or any of such Default its Subsidiaries; (iv) any breach of this Agreement or Event any of Default the other Loan Documents by the Borrower or any Lender; or (Cv) any other circumstance, happening or event whatsoever, whether or not similar to any of the waiver foregoing. Any portions of a Swing Loan not so purchased or converted may be treated by the Agent and Swing Loan Lender as against such Default or Event of Default Lender as a Loan which was not funded by the non-purchasing Lender as contemplated by §2.2 and §12.5, and shall have such rights and remedies against such Lender as are set forth in accordance with Section 10.12§§2.2, 12.5 and 14.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on Subject to all of the terms and conditions hereof, Harris Trust and Savings Bank ("Harris") may, in its discretion, mak▇ ▇▇▇▇s ("Swing Loans") in U.S. ▇▇▇▇▇▇s to the Borrower under the swing line facility set forth in this Agreement, Section 1.6 (the "Swing Line") which shall not in the aggregate at any time outstanding exceed the lesser of (i) the Swing Line Commitment or (ii) the difference between (a) the lesser of (1) the Revolving Credit Commitments in effect at such time or (2) the Borrowing Base as then determined and computed and (b) the sum of Revolving Loans and L/C Obligations outstanding at the time of computation. The Swing Line Commitment shall be available to make a Swing Loan or Swing Loans to each the Borrower and may be availed of by the Borrower from time to time, which Swing Loans: (i) shall be payable on the Swing Loan Maturity Date applicable to each such Swing Loan; (ii) shall be made in U.S. Dollars time and shall be Base Rate Loans; (iii) borrowings thereunder may be repaid or prepaid and reborrowed used again during the period ending on the Termination Date; provided that each Swing Loan must be repaid on the last day of the Interest Period applicable thereto. All Swing Loans shall be evidenced by a single promissory note of the Borrower issued to Harris in accordance with the provisions hereof; form of Exhibit C hereto (iv) may only be made if after giving effect thereto (A) the aggregate "Swing Line Note"). With▇▇▇ ▇▇gard to the face principal amount of Swing Loans outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect theretoNote, the Borrowers would be required to prepay Loans or Cash Collateralize Letters actual principal amount at any time outstanding and owing by the Borrower on account of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, in whole or in part, any outstanding Swing Loan. Notwithstanding anything to the contrary contained in this Section 2.04(a), the Swing Line Lender Note during the period ending on the Termination Date shall not make any Swing Loan after it has received written notice from be the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Lender shall have received written notice (A) of rescission sum of all Swing Loans then or theretofore made thereon less all payments actually received thereon during such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12period.

Swing Loans. During With respect to Swing Loans: (i) The Borrower shall give the Revolving Facility Agent and, if the Swing Line Bank is a Bank that is not the Agent, the Swing Line Bank notice (which shall be irrevocable) no later than 1:00 p.m. on the requested date for the making of a Swing Loan. Each such notice shall specify (A) the amount of the requested Swing Loan, which amount shall be not less than the lesser of (1) $100,000 or any integral multiple of $100,000 in excess thereof and (2) the Swing Line Availability on the requested date for the making of such Swing Loan, (B) whether such Swing Loan shall be an Agreed Rate Loan or a Base Rate Loan and (C) if such Swing Loan shall be an Agreed Rate Loan, the number of days (which shall not be more than five Business Days) that the Agreed Rate for such Swing Loan is to obtain (the "Agreed Rate Interest Period"). Such notice may be by telephone, confirmed by telecopy on the date of the making of the requested Swing Loan. If the Borrower and the Swing Line Bank do not agree upon a requested Agreed Rate, the requested Swing Loan shall be made as a Base Rate Loan, unless the Borrower withdraws the request for such Swing Loan. Upon the expiration of an Agreed Rate Interest Period, the Swing Line Lender agrees, on the terms and conditions set forth Loan in this Agreement, to make a Swing Loan or Swing Loans to each Borrower from time to time, which Swing Loans: (i) question shall be payable on the Swing Loan Maturity Date applicable continued, subject to each such Swing Section 1.04(b), as a Base Rate Loan; . (ii) Swing Loans shall be made in U.S. Dollars and shall be Base Rate Loans; (iii) may be repaid or prepaid and reborrowed in accordance with the provisions hereof; (iv) may only be made if after giving effect thereto (A) the aggregate principal amount of Swing Loans outstanding does not exceed disbursed by the Swing Line Commitment, and (B) Bank not later than 4:30 p.m. on the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect thereto, the Borrowers would be required to prepay Loans or Cash Collateralize Letters of Credit pursuant to Section 2.13(c) hereof; and (vi) shall not be made if the proceeds thereof would be used to repay, requested date therefor in whole or Dollars in part, any outstanding Swing Loan. Notwithstanding anything funds immediately available to the contrary contained in this Section 2.04(a), Borrower by credit to an account of the Borrower at the Swing Line Lender Bank's Office, or in such other manner as may have been specified in the applicable notice and as shall not make any Swing Loan after it has received written notice from the Parent Borrower, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as be acceptable to the Swing Line Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices, (B) of the cure of such Default or Event of Default or (C) of the waiver of such Default or Event of Default in accordance with Section 10.12Bank.

Swing Loans. During the Revolving Facility Availability Period, the Swing Line Lender agrees, on (a) On the terms and subject to the conditions set forth contained in this Agreement, the Swing Loan Lender shall make, in Dollars, loans (each, a “Swing Loan”) otherwise available to the Borrower under the Facility (other than the FILO Facility) from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Swing Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit; provided, however, that (i) at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect to such Swing Loan, the aggregate Revolving Credit Outstandings would exceed the Maximum Credit, (ii) in the event that the Swing Loan Lender and the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan after having given prior notice thereof to the Administrative Agent (which notice the Swing Loan Lender shall give as soon as reasonably practicable and, in any event, on or before the date on which the applicable Swing Loans Loan is required to each Borrower from time be made), and (iii) the Swing Loan Lender shall not be required to timemake any Swing Loan to the extent that such Swing Loan Lender reasonably believes that any Lender (other than such Swing Loan Lender and FILO Lenders) is a Defaulting Lender, which unless after giving effect to the requested Swing Loans: , there would exist no Fronting Exposure (in the good faith determination of the Swing Loan Lender). Each Swing Loan shall be, at the option of the Borrower, (i) shall be payable on a Base Rate Loan, or (ii) a Loan bearing interest at a rate per annum offered by the Swing Loan Maturity Lender (it being understood that the Swing Loan Lender shall have no obligation to offer a Loan pursuant to this clause (ii)), and, in each case, must be repaid in full in Dollars within seven (7) days after its making or, if sooner, upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date applicable (without giving effect to each any extensions of the type referred to in Section 12.1(b) hereof). Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a). (b) In order to request a Swing Loan, the Borrower shall telecopy (or forward by electronic mail or similar means) to the Swing Loan Lender, with a copy to the Administrative Agent, a duly completed request in substantially the form of Exhibit D, setting forth the requested amount and date of such Swing Loan; Loan (a “Swing Loan Request”), to be received by the Swing Loan Lender not later than 1:00 p.m. on the day of the proposed borrowing. Promptly after receipt by the Swing Loan Lender of any Swing Loan Request, the Swing Loan Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Loan Request and, if not, the Swing Loan Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Loan Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any applicable RevolverRevolving Credit Lender) prior to 1:00 p.m. on the date of the proposed Swing Loan Borrowing (i) directing the Swing Loan Lender not to make such Swing Loan as a result of the limitations set forth in Section 2.3(a), or (ii) that one or more of the applicable conditions contained in Section 4.2 (and, if the date of the proposed Swing Loan Borrowing is the Effective Date, Section 4.1) is not then satisfied or duly waived, then, subject to the terms of this Agreement, the Swing Loan Lender shall make a Swing Loan available to the Borrower as promptly as reasonably practicable on the date set forth in the relevant Swing Loan Request. (c) The Swing Loan Lender may demand at any time that each Revolving Credit Lender pay to the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in clause (d) below, such Lender’s Ratable Portion of all or a portion of the outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in U.S. Dollars writing and shall specify the outstanding principal amount of Swing Loans demanded to be Base Rate Loans; paid. (iiid) may The Administrative Agent shall forward each demand referred to in clause (c) above to each Revolving Credit Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 2:00 p.m. on any Business Day or any such notice or demand received on a day that is not a Business Day shall not be repaid or prepaid and reborrowed in accordance required to be forwarded to the Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the provisions hereof; (iv) may only be made if after giving effect thereto (A) Administrative Agent specifying the amount of each Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding does in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not exceed the conditions precedent set forth in Sections 4.2 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Revolving Credit Lender shall, before 11:00 a.m. on the Business Day next succeeding the date of such Lender’s receipt of such notice or demand, make available to the Administrative Agent, in Same Day Funds in Dollars, for the account of the Swing Line Commitment, and (B) the Aggregate Revolving Facility Exposure would not exceed the Total Revolving Commitment; (v) shall not be made if, after giving effect theretoLoan Lender, the Borrowers would amount specified in such statement. Upon such payment by a Revolving Credit Lender, such Lender shall, except as provided in clause (e) below, be deemed to have made a Revolving Loan to the Borrower in the amount of such payment. The Administrative Agent shall use such funds to repay the Swing Loans to the Swing Loan Lender. (e) Upon the occurrence of a Default under Section 10.1(f), each Revolving Credit Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Loan otherwise required to prepay Loans or Cash Collateralize Letters of Credit be repaid by such Lender pursuant to Section 2.13(cclause (d) hereof; and above, which participation shall be in a principal amount equal to such Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (vid) shall not be made if the proceeds thereof would be used to repayabove, in whole or in partSame Day Funds, any outstanding an amount equal to such Lender’s Ratable Portion of such Swing Loan. Notwithstanding anything If all or part of such amount is not in fact made available by such Lender to the contrary contained in this Section 2.04(a)Swing Loan Lender on such date, the Swing Line Loan Lender shall not make be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at the Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to Base Rate Loans. (f) From and after the date on which any Revolving Credit Lender (i) is deemed to have made a Revolving Loan pursuant to clause (d) above with respect to any Swing Loan after it has received written notice from the Parent Borroweror (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (e) above, any other Credit Party or the Required Revolving Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Loan Lender shall have received written notice (A) of rescission promptly distribute to such Lender such Lender’s Ratable Portion of all such notices from payments of principal and interest received by the party or parties originally delivering such notice or notices, (B) of the cure Swing Loan Lender on account of such Default or Event of Default Swing Loan other than those received from a Lender pursuant to clause (d) or (Ce) of the waiver of such Default or Event of Default in accordance with Section 10.12above.