Common use of Swingline Commitment Clause in Contracts

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments Commitment would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and (iv) on demand by the Swingline Lender at any time has had a reasonable opportunity to react to such notice and ending when an Event of Default has occurred and is continuingsuch conditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, the Swingline Lender agrees to may, in its sole and absolute discretion, make a portion of the credit otherwise available Swingline Loans to the Borrower under the Revolving Commitments at any time and from time to time during on and after the Acquisition Date and until the earlier of the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to Credit Maturity Date and the Borrower notwithstanding that after making a requested Swingline Loantermination of the Revolving Credit Commitments, the sum of (i) the Swingline Lender’s in an aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all at any time outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that will not result in (i) the aggregate principal amount of all Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, exceeding $30,000,000 or (ii) the Borrower shall not request any Swingline Loan ifAggregate Revolving Credit Exposure, after giving effect to the making of such any Swingline Loan, exceeding the aggregate Total Revolving Credit Commitment. Each Swingline Loan (other than Swingline Loans made pursuant to Section 2.22(g)) shall be in a principal amount that is an integral multiple of $1,000,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the Available Revolving Commitments would be less than zeroforegoing limits, the Borrower may borrow, pay or prepay and (iii) reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.22 or elsewhere in this Agreement, the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at Loan after it has received written notice from the Borrower, any time when other Loan Party or the Required Lenders stating that a Default or an Event of Default has occurred exists and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from continuing until such time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and shall have received written notice (ivA) on demand by of rescission of all such notices from the Swingline Lender at any time when an party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default has occurred and is continuingin accordance with Section 9.08(b).

Swingline Commitment. (a) Subject During the Commitment Period, subject to the terms and conditions hereof, each Swingline Lender, in its individual capacity, agrees to, in reliance upon the Swingline Lender agrees to make a portion agreements of the other Lenders set forth in this Section, make certain revolving credit otherwise available loans to the Borrower under Company (each a “Swingline Loan” and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to for the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitmentpurposes hereinafter set forth; provided, that however, (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed THIRTY MILLION DOLLARS ($30,000,000) (the “Swingline Commitment Committed Amount”), (ii) the Borrower sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not request any Swingline Loan if, after giving effect to exceed the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zeroCommitted Amount then in effect, and (iii) the sum of the aggregate principal amount of a Swingline Lender Lender’s outstanding Swingline Loans shall not be required exceed such Swingline Lender’s respective share of the Swingline Committed Amount according to make any such Swingline Lender’s Swingline Commitment Percentage. Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans hereunder may be repaid and reborrowed from time to timein accordance with the provisions hereof. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Commitment Period, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding Borrower; provided that after making a requested Swingline Loan, (i) the sum of (ix) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Lender’s aggregate principal amount of all Revolving Loans), (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (iy) the aggregate principal amount of outstanding Loans made by such Swingline Lender (in its capacity as a Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Lender) shall not exceed its Commitment then in effect, (ii) the sum of the outstanding Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, and (iiiii) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero or the sum of the Total Extensions of Credit and the aggregate principal amount of the outstanding Competitive Loans would exceed the Total Commitments. During the Commitment Period, and (iii) the Borrower may use the Swingline Lender shall not be required to make any Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline shall be ABR Loans may be repaid and reborrowed from time to timeonly. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Loan is borrowed or that a Competitive Borrowing occurs, the Borrower shall repay all Swingline Loans then outstanding and in connection therewith, the proceeds of any such Loans or Competitive Borrowings (ivas the case may be) on demand shall be applied by the Administrative Agent to repay any Swingline Lender at any time when an Event of Default has occurred and is continuingLoans outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in an aggregate principal amount outstanding at any time not to exceed the Borrower notwithstanding that after making a requested Swingline Loan, the sum lesser of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, Commitment then in effect and (ii) the difference between (x) the lesser of (1) the Aggregate Revolving Percentage of the L/C Obligations Commitment and (iii2) the Borrowing Base in effect at such time minus (y) the aggregate Revolving Credit Exposures of all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentLenders; provided, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any a Swingline Loan to refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, repay and reborrow Swingline Loans under in accordance with the terms and conditions of this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to timeAgreement. (b) The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loans Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 10:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the Base Rate Loans onlyplus the Applicable Margin. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of such Swingline Loan. (c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), and shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf) on the fifth (5th) Business Day following each Swingline Borrowing give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.7, which will be used solely for the repayment of such Swingline Loan. (d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall repay all outstanding purchase an undivided participating interest in such Swingline Loans Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. (e) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) on each Borrowing Date any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for Revolving Loansany reason whatsoever, (ii) on the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Termination DateCommitment, (iii) on the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a weekly basis as determined Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender and (iv) on demand by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full. (f) If the Revolving Commitment Termination Date shall have occurred in respect of any tranche of Revolving Commitments at a time when another tranche of Revolving Commitments is in effect with a longer Revolving Commitment Termination Date as a result of an Event of Default has occurred and is continuingExtension, then on the earlier occurring Revolving Commitment Termination Date all then outstanding Swingline Loans shall be repaid in full on such date.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, Date and (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and (iv) on demand by the Swingline Lender at any time has had a reasonable opportunity to react to such notice and ending when an Event of Default has occurred and is continuingsuch conditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and (iv) on demand by the Swingline Lender at any time has had a reasonable opportunity to react to such notice and ending when an Event of Default has occurred and is continuingsuch conditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding Borrowers; provided that after making a requested Swingline Loan, (i) the sum of (ix) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender’s aggregate principal amount of all Revolving Loans), (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (iy) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of all outstanding Swingline Loans shall not exceed the aggregate Swingline Commitment, (iii) the sum of the outstanding at any time Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment Amount, of such Swingline Lender and (iiiv) the no Borrower shall not request request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, and (iii) the Borrowers may use the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, from time to time until the Swingline Termination Date, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower make, under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line Five Year Facility, a revolving loan or revolving loans (“Swingline Loans”each a "SWINGLINE LOAN" and, collectively, the "SWINGLINE LOANS") to the Borrower notwithstanding that after making a requested Borrower, which Swingline Loan, the sum of Loans (i) the Swingline Lender’s aggregate principal amount of all Revolving Loansshall be denominated in Dollars, (ii) Revolving Percentage of may be repaid and reborrowed in accordance with the L/C Obligations and provisions hereof, (iii) all outstanding Swingline Loans may shall not exceed in aggregate principal amount at any time outstanding, when combined with the Swingline Lender’s Revolving Commitment; provided, that (i) sum of the aggregate principal amount of Swingline outstanding Revolving Credit Loans made under the Five Year Facility PLUS the aggregate principal amount of Competitive Bid Loans made thereunder at any time, the Five Year Facility Commitment LESS the sum of all outstanding L/C Obligations, (iv) shall not exceed in aggregate principal amount at any time shall not exceed outstanding the Swingline Commitment Amountand (v) shall bear interest at a rate mutually agreeable to the Swingline Lender and the Borrower. Notwithstanding anything to the contrary contained in this Section 2.6(a), (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiix) the Swingline Lender shall not be required obligated to make any Swingline Loans under this Section 3.3 at any a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Commitment Percentage of the outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default has occurred exists and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from continuing until such time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and shall have received written notice (ivA) on demand by of rescission of all such notices from the Swingline Lender at any time when an party or parties originally delivering such notice or (B) of the waiver of such Default or Event of Default has occurred and is continuingby the Required Lenders.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and (iv) on demand by the Swingline Lender at any time has had a reasonable opportunity to react to such notice and ending when an Event of Default has occurred and is continuingsuch conditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to The Swingline Bank agrees, on the terms and conditions hereofset forth in this Agreement, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Borrower under the Revolving Commitments Company pursuant to this Section from time to time during the Revolving Commitment Period by making swing line loans Swingline Loan Availability Period; provided that immediately after each such loan is made (“Swingline Loans”) and after giving effect to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage any substantially concurrent application of the L/C Obligations and (iii) all proceeds thereof to repay outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that Loans): (i) the aggregate outstanding principal amount of the Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, Commitment, (ii) in the Borrower case of each Bank, its Outstanding Committed Amount shall not request exceed its Commitment, and (iii) the Total Usage shall not exceed the Total Commitments. Each loan under this Section shall (x) be in a principal amount not less than $500,000 and shall be in a multiple of $100,000 and (y) bear interest on the outstanding principal amount thereof for each day from the date such loan is made until it becomes due at such rate or rates per annum (which shall in no event be greater than the rate applicable to Base Rate Loans for such day), and be payable on such dates, as shall be agreed upon from time to time by the Company and the Swingline Bank. Within the foregoing limits and subject to Section 2.11(d), the Company may borrow under this Section, repay Swingline Loans and reborrow under this Section at any time during the Swingline Loan ifAvailability Period. If the Swingline Bank and the Company are unable, after giving effect for any reason, to agree on the making of such interest rate or interest payment date or dates applicable to any Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender Bank shall not be required obligated to make any make, and the Company shall not be obligated to borrow, such Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingLoan. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) The Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined evidenced by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingNote.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender Lender, in reliance upon the agreements of the other Revolving Lenders set forth herein, agrees to make a portion of the credit otherwise available to the Borrower Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrowers; provided, provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the no Borrower shall request, and the Swingline Lender shall not request make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, and (iii) the Borrowers may use the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base ABR Loans or Daily Floating Rate Loans only. (cb) The Borrower Borrowers shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of (i) the Revolving Termination Date and (i) the date occurring ten days after such Swingline Loan is made (which payment may be made if the Borrowers so elect by the borrowing of Revolving Loans and the simultaneous application of all or a portion of the proceeds thereof); provided that on each date that a Revolving Loan is borrowed, the Borrowers shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingthen outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(c)) is not then satisfied and (iv) on demand by the Swingline Lender at any time has had a reasonable opportunity to react to such notice and ending when an Event of Default has occurred and is continuingsuch conditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to may in its sole discretion make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans in Dollars (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) the Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment AmountCommitment, (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to may, in its sole discretion and in reliance upon the agreements of the Revolving Lenders set forth in Section 2.7, make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, and (ii) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, and (iii) the Borrower may use the Swingline Lender shall not be required to make any Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline shall be ABR Loans may be repaid and reborrowed from time to timeonly. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date; provided that on each date that a Revolving Loan is borrowed, (iii) on a weekly basis as determined by the Borrower shall repay all Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingLoans then outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender agrees to make a portion shall, in reliance upon the agreements of the other Lenders set forth in this Section 2.3, make certain revolving credit otherwise available loans requested by the Borrower in Dollars to the Borrower under (each a “Swingline Loan” and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) from time to time from the Borrower notwithstanding that after making a requested Swingline Loan, Closing Date until the sum of (i) Termination Date for the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitmentpurposes hereinafter set forth; provided, that however, (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00) (the “Swingline Commitment Committed Amount”), and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount. Swingline Loans hereunder shall be made as Base Rate Loans or Quoted Rate Swingline Loans as the Borrower shall may request in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding the foregoing, (i) the Borrower may not request any Swingline Loan if, after giving Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, Section 3.4(e) hereof; and (iiiii) the Swingline Lender shall not be required under any obligation to make issue a Swingline Loan if any Swingline Loans under this Section 3.3 Lender is at any that time when an Event of Default has occurred and is continuing. Subject to the foregoinga Defaulting Lender, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by unless the Swingline Lender has entered into arrangements with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.19(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made and (iv) on demand by all other Swingline Loans as to which the Swingline Lender at any time when an Event of Default has occurred and is continuingactual or potential Fronting Exposure, as it may elect in its sole discretion.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.3 (other than Section 5.3(d)) is not then satisfied and (iv) on demand by the Swingline Lender at any time has had a reasonable opportunity to react to such notice and ending when an Event of Default has occurred and is continuingsuch conditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of all Lenders would be less than zero. During the Revolving Commitment Period, and (iii) the Borrower may use the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) The . At any time that there shall exist a Defaulting Lender that is a Revolving Lender, immediately upon the request of the applicable Swingline Lender, the Borrower shall repay all the outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined made by the such Swingline Lender and (iv) on demand by the in an amount sufficient to eliminate any Fronting Exposure in respect of such Swingline Lender at any time when an Event of Default has occurred and is continuingLoans.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, the Swingline Lender agrees to may, in its sole discretion, make a portion of the credit otherwise available to the U.S. Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding U.S. Borrower, made in Dollars; provided that after making a requested Swingline Loan, (i) the sum of (ix) the Swingline Exposure of the Swingline Lender (in its capacity as the Swingline Lender and a Revolving Lender’s aggregate principal amount of all Revolving Loans), (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (iy) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by the Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of the Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of the outstanding Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, and (iiiii) the U.S. Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, and (iii) the U.S. Borrower may use the Swingline Lender shall not be required to make any Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans denominated in Dollars shall be Base Rate ABR Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of all Lenders would be less than zero. During the Revolving Commitment Period, and (iii) the Borrower may use the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) The . At any time that there shall exist a Defaulting Lender that is a Revolving Lender, immediately upon the request of the Swingline Lender, the Borrower shall repay all the outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined made by such Swingline Lender in an amount sufficient to eliminate any Fronting Exposure in respect of such Swingline Loans or enter into other arrangements reasonably satisfactory to the Swingline Lender and to eliminate any Fronting Exposure in respect of such Swingline Loans (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingincluding, providing Cash Collateral as provided for in Section 2.28).

Swingline Commitment. (a) Subject During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans in Dollars and in Foreign Currencies to the Borrower under (each a “Swingline Loan” and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to for the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitmentpurposes hereinafter set forth; provided, that however, (i) the aggregate principal amount Dollar Amount of Swingline Loans (determined as of the most recent Determination Date) outstanding at any time shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (the “Swingline Commitment Committed Amount”), and (ii) the Borrower sum of the aggregate Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans shall not request any exceed the Aggregate Revolving Committed Amount. Swingline Loan if, after giving effect Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything to the making of such Swingline Loancontrary contained herein, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not at any time be required obligated to make any Swingline Loans under this Section 3.3 Loan hereunder if any Lender is at any such time when an Event of Default has occurred and is continuing. Subject to the foregoinga Defaulting Lender, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by unless the Swingline Lender and (iv) on demand by has entered into arrangements satisfactory to the Swingline Lender at any time when an Event with the Borrower or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender’s obligations in respect of Default has occurred and is continuingits Swingline Commitment.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make Lender, in reliance upon the agreements of the other Lenders set forth in Section 3.4, will make, in its sole discretion, a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Availability Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline LoanBorrower, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) with all outstanding Swingline Loans may exceed reducing the Swingline Lender’s Available Revolving CommitmentCommitments on a Dollar-for-Dollar basis; provided, provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Availability Period, and (iii) the Borrower may use the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (ca) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(c)) is not then satisfied and (iv) on demand by the Swingline Lender at any time has had a reasonable opportunity to react to such notice and ending when an Event of Default has occurred and is continuingsuch conditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereofhereof and in reliance upon the representations and warranties set forth herein and in reliance upon the agreements of the other Lenders set forth in this Section 2.01(b), the Swingline Lender Lender, in its individual capacity, agrees to make a portion of certain revolving credit loans requested by the credit otherwise available Borrower in Dollars to the Borrower under (each a “Swingline Loan” and, collectively, the Revolving Commitments “Swingline Loans”) from time to time during the Revolving Commitment Availability Period by making swing line loans (“Swingline Loans”) to for the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitmentpurposes hereinafter set forth; provided, however, that after giving effect to any requested Swingline Loan (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Committed Amount, and (ii) the Borrower Total Outstandings shall not request at any time exceed the lesser of (A) the Aggregate Revolving Commitments and (B) the Borrowing Base. Each Swingline Loan if, after giving effect to shall have such maturity date (which maturity date shall not be a date more than three (3) Business Days from the making date of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiiadvance thereof) as the Swingline Lender and the Borrower shall not be required agree upon receipt by the Swingline Lender of any Loan Notice from the Borrower pursuant to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing2.02(a). Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to timein accordance with the terms and conditions set forth herein. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to On the terms and subject to the conditions hereofand relying upon the representations and warranties herein set forth, the Swingline Lender Bank agrees to make a portion of the credit otherwise available loans (as described in this Section 2.11.1, "Swingline Loans") to the Borrower under the Revolving Commitments at any time and from time to time during on and after the date hereof to the earlier of the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to Credit Expiration Date or the Borrower notwithstanding that after making a requested Swingline Loantermination of the Revolving Credit Commitments in accordance with the terms hereof, the sum of (i) the Swingline Lender’s in an aggregate principal amount of all Revolving Loansat any time outstanding, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding after giving effect to any Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; providedLoan requested by Borrower, that will not result in (i) the aggregate principal amount of all Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountexceeding $10,000,000, (ii) the Borrower shall not request any aggregate amount of all Revolving Credit Loans, Swingline Loan ifLoans, after giving effect to and Bid Loans outstanding plus the making Letters of such Swingline Loan, Credit Outstanding exceeding the aggregate amount of the Available Revolving Credit Commitments would be less than zerothen existing of the Banks, and or (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event aggregate outstanding amount of Default has occurred and is continuing. Subject to the foregoingall Revolving Credit Loans, Convertible Revolving Credit Loans, Swingline Loans, and Bid Loans plus the Letters of Credit Outstanding exceeding the aggregate amount of the Revolving Credit Commitments and Convertible Revolving Credit Commitments then existing of the Banks. Each Swingline Loan shall be in a principal amount that is an integral multiple of $100,000. The Swingline Commitment may be repaid and reborrowed terminated or reduced from time to time. (b) time as provided herein. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or repay and reborrow Swingline Loans hereunder. The Swingline Loans shall be Base Rate Loans only. (c) The evidenced by a promissory note of Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by in favor of the Swingline Lender and Bank substantially in the form of Exhibit 1.1(iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereofof this Section 2.9, the each Swingline Lender Lender, in its individual capacity, severally agrees to make a portion of the certain revolving credit otherwise available loans to the Borrower under or any Qualified Borrower in Dollars or in Euros or Yen (each a “Swingline Loan” and, collectively, the Revolving Commitments “Swingline Loans”) from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) term hereof to the Borrower notwithstanding extent that such Swingline Lender has a Swingline Commitment for such currency; provided, however, that (v) after making a requested giving effect to such Swingline Loan, the sum aggregate outstanding amount of (i) Swingline Loans in the applicable currency made by such Swingline Lender shall not exceed such Swingline Lender’s aggregate principal amount of all Revolving LoansSwingline Commitment for such currency, (iiw) Revolving Percentage of the L/C Obligations and (iii) all outstanding after giving effect to such Swingline Loans may exceed the Loan, such Swingline Lender’s Revolving Credit Exposure shall not exceed its Revolving Credit Commitment; provided, that (ix) the aggregate principal amount of Swingline Loans (including Alternative Currency Swingline Loans, the amount of which shall be calculated based on the Dollar Equivalent Amount thereof) outstanding at any time shall not exceed the Swingline Commitment Amountlesser of (i) $350,000,000, and (ii) the Borrower shall not request any Swingline Loan ifRevolving Credit Availability, (y) after giving effect to the making of such any Alternative Currency Swingline Loan, the aggregate amount sum of all Alternative Currency Loans and Letter of Credit Obligations with respect to Alternative Currency Letters of Credit shall not exceed the Available Revolving Commitments would be less than zero, Alternative Currency Sublimit and (iiiz) the Swingline Lender shall not be required to make any no Swingline Loans under this Section 3.3 at shall be made to any time when an Event of Default has occurred and is continuingForeign Qualified Borrower organized or domiciled in Japan. Subject to the foregoinglimitations set forth herein, any amounts repaid in respect of Swingline Loans may be repaid and reborrowed from time to timereborrowed. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender agrees to make a portion shall, in reliance upon the agreements of the other Lenders set forth in this Section 2.3, make certain revolving credit otherwise available loans requested by the Borrower in Dollars to the Borrower under (each a “Swingline Loan” and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) from time to time from the Borrower notwithstanding that after making a requested Swingline LoanClosing Date until the Termination Date, the sum of (isubject to Section 3.4(d) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iiie) all outstanding Swingline Loans may exceed for the Swingline Lender’s Revolving Commitmentpurposes hereinafter set forth; provided, that however, (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00) (the “Swingline Commitment Committed Amount”), and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount. Swingline Loans hereunder shall be made as Base Rate Loans or Quoted Rate Swingline Loans as the Borrower shall may request in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding the foregoing, (i) the Borrower may not request any Swingline Loan if, after giving Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, Section 3.4(e) hereof; and (iiiii) the Swingline Lender shall not be required under any obligation to make issue a Swingline Loan if any Swingline Loans under this Section 3.3 Lender is at any that time when an Event of Default has occurred and is continuing. Subject to the foregoinga Defaulting Lender, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by unless the Swingline Lender has entered into arrangements with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.19(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made and (iv) on demand by all other Swingline Loans as to which the Swingline Lender at any time when an Event of Default has occurred and is continuingactual or potential Fronting Exposure, as it may elect in its sole discretion.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, the Swingline Lender agrees to may, in its sole discretion, make a portion of the credit otherwise available to the U.S. Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding U.S. Borrower, made in Dollars; provided that after making a requested Swingline Loan, (i) the sum of (ix) the Swingline Exposure of the Swingline Lender (in its capacity as the Swingline Lender and a Revolving Lender’s aggregate principal amount of all Revolving Loans), (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (iy) the aggregate principal amount of the Dollar Equivalent of the outstanding Revolving Loans made by the Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of the Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of the outstanding Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, and (iiiii) the U.S. Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, and (iii) the U.S. Borrower may use the Swingline Lender shall not be required to make any Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans denominated in Dollars shall be Base Rate ABR Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) in Dollars to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Administrative Agent, for the account of the Swingline Loans (i) on Lender, the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent (at the request of any Lender, acting in good faith) that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.had 62 #97570842v91

Swingline Commitment. (a) Subject During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans in Dollars and in Foreign Currencies to the Borrower under (each a “Swingline Loan” and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to for the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitmentpurposes hereinafter set forth; provided, that however, (i) the aggregate principal amount Dollar Amount of Swingline Loans (determined as of the most recent Determination Date) outstanding at any time shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (the “Swingline Commitment Committed Amount”), and (ii) the Borrower sum of the aggregate Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans shall not request any exceed the Aggregate Revolving Committed Amount. Swingline Loan if, after giving effect Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything to the making of such Swingline Loancontrary contained herein, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not at any time be required obligated to make any Swingline Loans under this Section 3.3 Loan hereunder if any Lender is at any such time when an Event of Default has occurred and is continuing. Subject to the foregoinga Defaulting Lender, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by unless the Swingline Lender and (iv) on demand by has entered into arrangements satisfactory to the Swingline Lender at any time when an Event with the Borrower or such Lender to eliminate the Swingline Lender's risk with respect to such Lender's obligations in respect of Default has occurred and is continuingits Swingline Commitment.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, ny-2096649 v7 any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.3 (other than Section 5.3(d)) is not then satisfied and (iv) on demand by the Swingline Lender at any time has had a reasonable opportunity to react to such notice and ending when an Event of Default has occurred and is continuingsuch conditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof, (x) the Swingline Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 2.5, agrees to make a portion of the credit otherwise available to the Borrower in Dollars under the Commitments from time to time during the Commitment Period by making swing line loans (such loans, “US Swingline Loans”) to the Borrower in Dollars and (y) the Swingline Lender, in reliance on the agreements of the other Lenders set forth in Section 2.5, agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans to the Borrower in Canadian Dollars (such loans, “Canadian Swingline Loans” ; and, together with the US Swingline Loans, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment); provided, provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Commitment Period, and (iii) the Borrower may use the Swingline Lender Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Each Swingline Loan shall not be required to make any an ABR Loan, in the case of a US Swingline Loans under this Section 3.3 at any time when an Event Loan, or a Canadian Prime Rate Loan, in the case of Default has occurred and is continuing. Subject to the foregoing, a Canadian Swingline Loans may be repaid and reborrowed from time to timeLoan. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay to each applicable Swingline Lender the then unpaid principal amount of each applicable Swingline Loan on the earlier of the Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingthen outstanding.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issueissued and shall causecaused the Trustee to authenticate the initial Series 2019-3 Class A-1 Swingline Note, which the Issuer shall deliverdelivered to the Swingline Lender on the Series 2019-3 Closing Date. Such initial Series 2019-3 Class A-1 Swingline Note shall beis dated the Series 2019-3 Closing Date, shall beis registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall haverequested has a maximum principal amount equal to the Swingline Commitment, shall havehad an initial outstanding principal amount equal to the Series 2019-3 Class A-1 Initial Swingline Principal Amount, and shall be dulywas authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, the Swingline Lender Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2019-3 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2019-3 Class A-1 Swingline Loans”) to the Borrower under the Revolving Commitments IssuerCo-Issuers from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) period commencing on the Series 2019-3 Closing Date and ending on the date that is two Business Days prior to the Borrower notwithstanding Commitment Termination Date; provided that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving LoansLender shall have no obligation or right to make any Swingline Loan if, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; providedafter giving effect thereto, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not would exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Borrower shall not request any Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Series 2019-3 Class A-1 Notes Maximum Principal Amount. Each such Borrowing of a Swingline Loan if, after giving effect will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-3 Class A-1 Swingline Note in an amount corresponding to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingBorrowing. Subject to the foregoingterms of this Agreement and the Series 2019-3 Supplement, the outstanding principal amount evidenced by the Series 2019-3 Class A-1 Swingline Note may be increased by Borrowings of Swingline Loans may be repaid and reborrowed or decreased by payments of principal thereon from time to time. (b) Whenever the a Co-Issuer desires that the Swingline Loans Lender make Swingline Loans, the such Co-Issuer shall (or shall cause the applicable Manager on its behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (New York City time) on the proposed borrowing date, specifying (i) the Co-Issuer requesting such Swingline Loan, (iii) the amount to be borrowed, (iiiii) the requested borrowing date (which shall be Base Rate Loans onlya Business Day during the Commitment Term not later than the date that is two (2) Business Days prior to the Commitment Termination Date) and (iiiiv) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the such Co-Issuer). Such notice shall be in the form attached hereto as Exhibit A-1 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Swingline Lender shall promptly notify the Control Party and the Trustee thereof in writing. Each Borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2019-3 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, the Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Series 2019-3 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2019-3 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-3 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York City time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2019-3 Supplement, the Swingline Lender shall make available to the applicable Co-Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan. (c) The Borrower IssuerCo-Issuers hereby agreesagree that each Swingline Loan made by the Swingline Lender to the IssuerCo-Issuers pursuant to Section 2.06(a) shall constitute the promise and obligation of the IssuerCo-Issuers to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2019-3 Class A-1 Outstanding Principal Amount. (d) In accordance with, and without limitation of, Section 2.03(a), the Issuer agreesCo-Issuers agree to cause requests for Borrowings to be made at least one time per month, for each month any Swingline Loans are outstanding for at least ten (10) Business Days during such month, if any Swingline Loans are outstanding in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate. (ie) on each Borrowing Date [Intentionally omitted.] (f) If prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the IssuerCo-Issuers or any Guarantor or if for Revolving Loansany other reason, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender in its sole and absolute discretion, Advances will not be made as contemplated by Section 2.06(d), each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d) (ivthe “Refunding Date”), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage multiplied by (ii) the related Investor Group’s Commitment Percentage multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances. (g) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on demand account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender at is required to be returned, such Investor will return to the Swingline Lender any time when portion thereof previously distributed to it by the Swingline Lender. (h) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(f) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the IssuerCo-Issuers may have against the Swingline Lender, the IssuerCo-Issuers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default has occurred or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the IssuerCo-Issuers ; (iv) any breach of this Agreement or any other Indenture Document by the IssuerCo-Issuers or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (i) The IssuerCo-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent and is continuing.the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline

Swingline Commitment. (a) Subject to the terms and conditions hereofhereof and in reliance upon the agreements of the other Lenders set forth herein, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Swingline Loans”") bearing interest as set forth in Section 2.20(c), to the Borrower notwithstanding Borrower; provided that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate outstanding principal amount of all Swingline Loans at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with such Swingline Lender's other outstanding Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; providedCommitment then in effect), that (iii) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount$100,000,000, and (iiiii) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount sum of the Available Revolving Commitments Total Outstanding Extensions of Credit would be less than zeroexceed the Total Commitments. During the Commitment Period, and (iii) the Borrower may use the Swingline Lender shall not be required to make any Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingshall be denominated in Dollars. Subject to the foregoing, Any Swingline Loans may be repaid and reborrowed from time to timemade on the Closing Date shall bear interest at Bank of America's cost of funds plus the Swingline Applicable Margin. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving earlier of the Termination Date, (iii) Date and the date on a weekly basis as determined by which the Swingline Lender Loans shall become due and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingpayable in accordance with Section 7.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of Borrower; provided that (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments Commitment would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(c)) is not then satisfied and (iv) on demand by the Swingline Lender at any time has had a reasonable opportunity to react to such notice and ending when an Event of Default has occurred and is continuingsuch conditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to may in its sole discretion make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) the Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Revolving Commitments Borrowers from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline LoanAvailability Period, the sum of (i) the Swingline Lender’s in an aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all at any time outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that will not result in (i) the aggregate principal amount of outstanding Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, exceeding $25.0 million or (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount sum of the Available total Revolving Exposures exceeding the lesser of (A) the total Revolving Commitments would be less than zero, and (iiiB) the Revolving Borrowing Base then in effect; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan and provided further that the Swingline Lender shall not be obligated to make any Swingline Loans under this Section 3.3 Loan at any time when an Event of Default has occurred and any Lender is continuing. Subject to the foregoingat such time a Defaulting Lender or Deteriorating Lender hereunder, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by unless the Swingline Lender and (iv) on demand by has entered into reasonably satisfactory arrangements with the Borrowers or such Lender to eliminate the Swingline Lender at any time when an Event of Default has occurred Lender’s risk with respect to such Lender. Within the foregoing limits and is continuingsubject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2019-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to the Swingline Lender on the Series 2019-1 Closing Date. Such Series 2019-1 Class A-1 Swingline Note shall be dated the Series 2019-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, the Swingline Lender Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2019-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2019-1 Class A-1 Swingline Loans”) to the Borrower under the Revolving Commitments Master Issuer from time to time during the Revolving Commitment Period by making swing line loans period commencing on the Series 2019-1 Closing Date and ending on the date that is two (“Swingline Loans”2) Business Days prior to the Borrower notwithstanding Commitment Termination Date; provided that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving LoansLender shall have no obligation or right to make any Swingline Loan if, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; providedafter giving effect thereto, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not would exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Borrower shall not request any Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Series 2019-1 Class A-1 Maximum Principal Amount. Each such borrowing of a Swingline Loan if, after giving effect will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 Swingline Note in an amount corresponding to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingborrowing. Subject to the foregoingterms of this Agreement and the Series 2019-1 Supplement, the outstanding principal amount evidenced by the Series 2019-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans may be repaid and reborrowed or decreased by payments of principal thereon from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Indenture Trustee to authenticate the initial Series 2007-1 Class A-1 Swingline Notes for each Swingline Sub-Class which the Co-Issuers shall deliver to the Swingline Lender on the Series 2007-1 Closing Date. Such initial Series 2007-1 Class A-1 Swingline Notes for each Swingline Sub-Class shall be dated the Series 2007-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Applicable Sub-Class Percentage for such Swingline Sub-Class of the Swingline Commitment, shall have an initial outstanding principal amount equal to the Applicable Sub-Class Percentage for such Swingline Sub-Class of the Series 2007-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Base Indenture. Subject to the terms and conditions hereof, the Swingline Lender Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2007-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2007-1 Class A-1 Swingline Loans”) to the Borrower under the Revolving Commitments Co-Issuers from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) period commencing on the Series 2007-1 Closing Date and ending on the date that is two Business Days prior to the Borrower notwithstanding Commitment Termination Date; provided that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving LoansLender shall have no obligation or right to make any Swingline Loan if, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; providedafter giving effect thereto, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not would exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect), (ii) the Borrower shall not request any Swingline Loan ifSeries 2007-1 Class A-1 Outstanding Principal Amount would exceed the Series 2007-1 Class A-1 Maximum Principal Amount, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Series 2007-1 Class A-1-A Outstanding Principal Amount would exceed the Series 2007-1 Class A-1-A Maximum Principal Amount or (iv) the Series 2007-1 Class A-1-X Outstanding Principal Amount would exceed the Series 2007-1 Class A-1-X Maximum Principal Amount. Each such borrowing of a Swingline Lender shall not be required Loan will constitute a corresponding Subfacility Increase, on a pro rata basis, in the outstanding principal amount evidenced by the Series 2007-1 Class A-1 Swingline Notes based on their respective Applicable Sub-Class Percentages in an aggregate amount corresponding to make any such borrowing. Any such Subfacility Increase caused by a borrowing of a Swingline Loans under Loan pursuant to this Section 3.3 at any time when an Event 2.06(a) shall be allocated ratably among the Series 2007-1 Class A-1 Swingline Notes of Default has occurred and is continuingeach Swingline Sub-Class based on their respective Applicable Sub-Class Percentages. Subject to the foregoingterms of this Agreement and the Series 2007-1 Supplement, the outstanding principal amount evidenced by the Series 2007-1 Class A-1 Swingline Notes may be increased by borrowings of Swingline Loans may be repaid and reborrowed or decreased by payments of principal thereon from time to time. (b) Whenever the Co-Issuers desire that the Swingline Lender make Swingline Loans they shall (or shall cause the Servicer to) give the Swingline Lender and the Class A-1 Administrative Agent irrevocable notice in writing not later than 12:00 p.m. (New York time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be Base Rate Loans onlya Business Day during the Commitment Term not later than the date that is two Business Days prior to the Commitment Termination Date) and (iii) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture). Such notice shall be in the form of a Swingline Loan request in the form attached as Exhibit A-1 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 1:00 p.m. on the date of such receipt), the Swingline Lender shall promptly notify the Class A-1 Administrative Agent, the Indenture Trustee and the Series 2007-1 Class A Insurer thereof in writing. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:30 p.m. on the date of such receipt), the Class A-1 Administrative Agent (based, with respect to any portion of the Series 2007-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Class A-1 Administrative Agent, solely on written notices received by the Class A-1 Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, (i) the Series 2007-1 Class A-1 Outstanding Principal Amount would exceed the Series 2007-1 Class A-1 Maximum Principal Amount, (ii) the Series 2007-1 Class A-1-A Outstanding Principal Amount would exceed the Series 2007-1 Class A-1-A Maximum Principal Amount or (iii) the Series 2007-1 Class A-1-X Outstanding Principal Amount would exceed the Series 2007-1 Class A-1-X Maximum Principal Amount. If the Class A-1 Administrative Agent confirms (i) that the Series 2007-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2007-1 Class A-1 Maximum Principal Amount, (ii) the Series 2007-1 Class A-1-A Outstanding Principal Amount would not exceed the Series 2007-1 Class A-1-A Maximum Principal Amount and (iii) the Series 2007-1 Class A-1-X Outstanding Principal Amount would not exceed the Series 2007-1 Class A-1-X Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2007-1 Supplement, the Swingline Lender shall make available to the Co-Issuers in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan. (c) The Borrower Co-Issuers hereby agree that each Swingline Loan made by the Swingline Lender to the Co-Issuers pursuant to Section 2.06(a) shall repay constitute the promise and obligation of the Co-Issuers jointly and severally to pay to the Swingline Lender the aggregate unpaid principal amount of all outstanding Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in the Indenture for Series 2007-1 Class A-1 Outstanding Principal Amount. (d) The Swingline Lender, at any time and from time to time in its sole and absolute discretion, may, on behalf of the Co-Issuers (which hereby irrevocably direct the Swingline Lender to act on their behalf), on one Business Day’s notice given by the Swingline Lender to the Class A-1 Administrative Agent (who shall promptly notify each Funding Agent of its pro rata share thereof and shall notify the Indenture Trustee and the Series 2007-1 Class A Insurer of such borrowing in writing) no later than 12:00 p.m. (New York time), request each Investor Group to make, and the applicable Investors in each Investor Group hereby agree to make, Advances in an aggregate amount for each Investor Group equal to such Investor Group’s Commitment Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Such Investors shall make the amount of such Advances available to the Class A-1 Administrative Agent in immediately available funds not later than 10:00 a.m. (New York time) one Business Day after the date of such notice and the proceeds of such Advances shall be immediately made available by the Class A-1 Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans; provided that after giving effect thereto, (i) on each Borrowing Date for Revolving Loansthe related Investor Group Principal Amount would not exceed the related Maximum Investor Group Principal Amount, (ii) on the Revolving Termination DateSeries 2007-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2007-1 Class A-1 Maximum Principal Amount, (iii) on a weekly basis the Series 2007-1 Class A-1-A Outstanding Principal Amount would not exceed the Series 2007-1 Class A-1-A Maximum Principal Amount and (iv) the Series 2007-1 Class A-1-X Outstanding Principal Amount would not exceed the Series 2007-1 Class A-1-X Maximum Principal Amount. (e) If prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to any Co-Issuer or Guarantor or if for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances may not be made as contemplated by Section 2.06(d), each Committed Note Purchaser with respect to each Advance Sub-Class shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d) (ivthe “Refunding Date”), purchase for cash an undivided participating interest in the then outstanding Swingline Loans evidenced by the Series 2007-1 Class A-1 Swingline Note having the same alphanumeric label as such Advance Sub-Class (the “Applicable Swingline Loans”) by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Advances. (f) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on demand account of the Applicable Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender at is required to be returned, such Investor will return to the Swingline Lender any time when portion thereof previously distributed to it by the Swingline Lender. (g) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Co-Issuers may have against the Swingline Lender, the Co-Issuers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default has occurred or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Co-Issuers; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (h) The Co-Issuers may, upon three Business Days’ notice to the Class A-1 Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the Class A-1 Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. Any reduction or increase made pursuant to this Section 2.06(h) shall be made ratably among the Series 2007-1 Class A-1 Swingline Notes of each Swingline Sub-Class based on their respective Applicable Sub-Class Percentages. (i) The Co-Issuers may, upon notice to the Swingline Lender (who shall promptly notify the Class A-1 Administrative Agent and the Indenture Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 1:00 p.m. (New York time) on the date of the prepayment, and (y) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is continuinggiven, the Co-Issuers shall make such prepayment directly to the Swingline Lender and the payment amount specified in such notice shall be due and payable on the date specified therein. Any payment made pursuant to this Section 2.06(i) shall be made ratably among the Series 2007-1 Class A-1 Swingline Notes of each Swingline Sub-Class based on their respective Applicable Sub-Class Percentages.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein and in reliance upon the agreements of the other Lenders set forth in this Section 2.01(e), the Swingline Lender at the request of Borrower agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower under the Revolving Commitments in Dollars from time to time during the any Revolving Commitment Period by making swing line loans Availability Period, in an aggregate principal amount at any time outstanding that will not result in (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (ix) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans exceeding the Swingline Sublimit or (y) (1) the sum of the total Revolving Exposures exceeding the Total Revolving Commitments, (2) the Revolving Exposure of any Revolving Lender exceeding the Revolving Commitments of such Lender then in effect, (3) the Revolving Tranche Exposure of any Revolving Lender in respect of any Tranche of Revolving Commitments exceeding such Revolving Lender’s Revolving Commitment of such Tranche in effect at such time or (4) the Revolving Tranche Exposure of all Revolving Lenders in respect of any Tranche of Revolving Commitments exceeding the aggregate Revolving Commitments of such Tranche in effect at such time, and notwithstanding the fact that such Swingline Loans, when aggregated with the existing Revolving Exposure of the Revolving Lender acting as Swing Line Lender, may exceed the Swingline amount of such Lender’s Revolving Commitment; provided, however, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any a Swingline Loans under this Section 3.3 at any time when Loan to refinance an Event of Default has occurred outstanding Swingline Loan. Within the foregoing limits and is continuing. Subject subject to the foregoingterms and conditions set forth herein, Borrower may borrow, repay and re-borrow Swingline Loans may be repaid and reborrowed from time to timeLoans. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions ------------------------- hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Swingline --------- Loans”") to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (i) the aggregate principal amount of ----- -------- Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, and (iii) the Borrower may use the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred Commitment by borrowing, repaying and is continuing. Subject to reborrowing, all in accordance with the foregoing, Swingline Loans may be repaid terms and reborrowed from time to timeconditions hereof. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, the Swingline Lender agrees to may, in its sole and absolute discretion, make a portion of the credit otherwise available Swingline Loans to the Borrower under the Revolving Commitments Borrowers at any time and from time to time during on and after the Closing Date and until the earlier of the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to Credit Maturity Date and the Borrower notwithstanding that after making a requested Swingline Loantermination of the Revolving Credit Commitments, the sum of (i) the Swingline Lender’s in an aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all at any time outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that will not result in (i) the aggregate principal amount of all Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, exceeding $15,000,000 or (ii) the Borrower shall not request any Swingline Loan ifAggregate Revolving Credit Exposure, after giving effect to the making of such any Swingline Loan, exceeding the aggregate Total Revolving Credit Commitment. Each Swingline Loan (other than Swingline Loans made pursuant to Section 2.22(g)) shall be in a principal amount that is an integral multiple of $1,000,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the Available Revolving Commitments would be less than zeroforegoing limits, the Borrowers may borrow, pay or prepay and (iii) reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.22 or elsewhere in this Agreement, the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at Loan after it has received written notice from a Borrower, any time when other Loan Party or the Required Lenders stating that a Default or an Event of Default has occurred exists and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from continuing until such time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and shall have received written notice (ivA) on demand by of rescission of all such notices from the Swingline Lender at any time when an party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default has occurred and is continuingin accordance with Section 9.08(b).

Swingline Commitment. (a) Subject to the terms and conditions hereof, the each Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line Swingline loans (“"Swingline Loans”") to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (i) the aggregate principal amount of Swingline Loans made by each Swingline Lender outstanding at any time shall not exceed the Swingline Commitment Amountof such Swingline Lender then in effect (notwithstanding that such Swingline Loans outstanding at any time, when aggregated with such Swingline Lender's other outstanding Revolving Loans hereunder, may exceed such Swingline Commitment then in effect) and (ii) the Borrower shall not request request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments Commitment would be less than zero. During the Revolving Commitment Period, and (iii) the Borrower may use the Swingline Lender shall not be required to make any Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof; provided, further, that the sum of the Total Revolving Extensions of Credit plus the aggregate principal amount of outstanding Competitive Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingshall not exceed the Total Revolving Commitments. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans onlybear interest at the rate set forth in Section 2.11 applicable thereto. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to The Swingline Bank agrees, on the terms and conditions hereofset forth in this Agreement, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Borrower under the Revolving Commitments Company pursuant to this Section from time to time during the Revolving Commitment Period by making swing line loans Swingline Loan Availability Period; provided that immediately after each such loan is made (“Swingline Loans”) and after giving effect to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage any substantially concurrent application of the L/C Obligations and (iii) all proceeds thereof to repay outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that Loans): (i) the aggregate outstanding principal amount of the Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, Commitment, (ii) in the Borrower case of each Revolver Bank, its Outstanding Revolver Committed Amount shall not request exceed its Revolver Commitment, and (iii) the Total Revolver Usage shall not exceed the Total Revolver Commitments. Each loan under this Section shall (x) be in a principal amount not less than $1,000,000 and shall be in a multiple of $1,000,000 and (y) bear interest on the outstanding principal amount thereof for each day from the date such loan is made until it becomes due at such rate or rates per annum (which shall in no event be greater than the rate applicable to Base Rate Loans for such day), and be payable on such dates, as shall be agreed upon from time to time by the Company and the Swingline Bank. Within the foregoing limits and subject to Section 2.11(b), the Company may borrow under this Section, repay Swingline Loans and reborrow under this Section at any time during the Swingline Loan ifAvailability Period. If the Swingline Bank and the Company are unable, after giving effect for any reason, to agree on the making of such interest rate or interest payment date or dates applicable to any Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender Bank shall not be required obligated to make any make, and the Company shall not be obligated to borrow, such Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingLoan. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) The Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined evidenced by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingNote.

Swingline Commitment. (a) Subject to the terms and conditions hereofof this Section 2.9, the each Swingline Lender Lender, in its individual capacity, severally agrees to make a portion of the certain revolving credit otherwise available loans to the Borrower under or any Qualified Borrower in Dollars or in Euros or Yen (each a “Swingline Loan” and, collectively, the Revolving Commitments “Swingline Loans”) from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) term hereof to the Borrower notwithstanding extent that such Swingline Lender has a Swingline Commitment for such currency; provided, however, that (w) after making a requested giving effect to such Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (i) the aggregate principal amount of Swingline Loans in the applicable currency made by such Swingline Lender shall not exceed such Swingline Lender’s Swingline Commitment for such currency, (x) the aggregate amount of Swingline Loans (including Alternative Currency Swingline Loans, the amount of which shall be calculated based on the Dollar Equivalent Amount thereof) outstanding at any time shall not exceed the Swingline Commitment Amountlesser of (i) $250,000,000, and (ii) the Borrower shall not request any Swingline Loan ifRevolving Credit Availability, (y) after giving effect to the making of such any Alternative Currency Swingline Loan, the aggregate amount sum of all Alternative Currency Loans and Letter of Credit Obligations with respect to Alternative Currency Letters of Credit shall not exceed the Available Revolving Commitments would be less than zero, Alternative Currency Sublimit and (iiiz) the Swingline Lender shall not be required to make any no Swingline Loans under this Section 3.3 at shall be made to any time when an Event of Default has occurred and is continuingForeign Qualified Borrower organized or domiciled in Japan. Subject to the foregoinglimitations set forth herein, any amounts repaid in respect of Swingline Loans may be repaid and reborrowed from time to timereborrowed. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender Lender, in reliance upon the agreements of the other Revolving Lenders set forth herein, agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, and (iii) the Borrower may use the Swingline Lender shall not be required to make any Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline shall be ABR Loans may be repaid and reborrowed from time to timeonly. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding to the Swingline Loans Lender the then unpaid principal amount of each Swingline Loan on the earlier of (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, Date and (iiii) on a weekly basis as determined the date occurring ten days after such Swingline Loan is made (which payment may be made if the Borrowers so elect by the borrowing of Revolving Loans and the simultaneous application of all or a portion of the proceeds thereof); provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay all Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingLoans then outstanding.

Swingline Commitment. (a) Subject During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans in Dollars and in Foreign Currencies to the Borrower under (each a "Swingline Loan" and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Swingline Loans”") to for the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitmentpurposes hereinafter set forth; provided, that however, (i) the aggregate principal amount Dollar Amount of Swingline Loans (determined as of the most recent Determination Date) outstanding at any time shall not exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the "Swingline Commitment Committed Amount"), and (ii) the Borrower sum of the aggregate Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans shall not request any exceed the Aggregate Revolving Committed Amount. Swingline Loan if, after giving effect Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything to the making of such Swingline Loancontrary contained herein, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not at any time be required obligated to make any Swingline Loans under this Section 3.3 Loan hereunder if any Lender is at any such time when an Event of Default has occurred and is continuing. Subject to the foregoinga Defaulting Lender, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by unless the Swingline Lender and (iv) on demand by has entered into arrangements satisfactory to the Swingline Lender at any time when an Event with the Borrower or such Lender to eliminate the Swingline Lender's risk with respect to such Lender's obligations in respect of Default has occurred and is continuingits Swingline Commitment.

Swingline Commitment. (ai) Subject to the terms and conditions hereof, the Swingline Lender agrees to may, in its sole discretion and in reliance upon the agreements of the Revolving Lenders set forth in Section 2.7, make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, and (ii) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, and (iii) the Borrower may use the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (cii) The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date; provided that on each date that a Revolving Loan is borrowed, (iii) on a weekly basis as determined by the Borrower shall repay all Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingLoans then outstanding.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to may in its sole discretion make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) the Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment AmountCommitment, (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, zero and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, Date and (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender Lender, in reliance upon the agreements of the other Revolving Lenders set forth herein, agrees to make a portion of the credit otherwise available to the Borrower Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrowers; provided, provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the no Borrower shall request, and the Swingline Lender shall not request make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, and (iii) the Borrowers may use the Swingline Lender shall not be required to make any Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline shall be ABR Loans may be repaid and reborrowed from time to timeonly. (b) The Borrowers shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of (i) the Revolving Termination Date and (i) the date occurring ten days after such Swingline Loan is made (which payment may be made if the Borrowers so elect by the borrowing of Revolving Loans shall be Base Rate Loans only. (c) The Borrower and the simultaneous application of all or a portion of the proceeds thereof); provided that on each date that a Revolving Loan is borrowed, the Borrowers shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingthen outstanding.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2020-1 Class A-1 Swingline Note, which the Issuer shall deliver to the Swingline Lender on the Series 2020-1 Closing Date. Such Series 2020-1 Class A-1 Swingline Note shall be dated the Series 2020-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2020-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, the Swingline Lender Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2020-1 Class X- 0 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2020-1 Class A-1 Swingline Loans”) to the Borrower under the Revolving Commitments Issuer from time to time during the Revolving Commitment Period by making swing line loans period commencing on the Series 2020-1 Closing Date and ending on the date that is two (“Swingline Loans”2) Business Days prior to the Borrower notwithstanding Commitment Termination Date; provided that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving LoansLender shall have no obligation or right to make any Swingline Loan if, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; providedafter giving effect thereto, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not would exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Borrower shall not request any Series 2020-1 Class A-1 Outstanding Principal Amount would exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount. Each such borrowing of a Swingline Loan if, after giving effect will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2020-1 Class A-1 Swingline Note in an amount corresponding to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingborrowing. Subject to the foregoingterms of this Agreement and the Series 2020-1 Supplement, the outstanding principal amount evidenced by the Series 2020-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans may be repaid and reborrowed or decreased by payments of principal thereon from time to time. (b) Whenever the Issuer desires that the Swingline Loans Lender make Swingline Loans, the Issuer shall (or shall cause the Manager on its behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (New York City time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be Base Rate Loans onlya Business Day during the Commitment Term not later than the date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Issuer). Such notice shall be in the form attached hereto as Exhibit A-2 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Swingline Lender shall promptly notify the Control Party and the Trustee thereof in writing. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2020-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, the Series 2020-1 Class A-1 Outstanding Principal Amount would exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2020-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2020-1 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York City time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2020-1 Supplement, the Swingline Lender shall make available to the Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan. (c) The Borrower Issuer hereby agrees that each Swingline Loan made by the Swingline Lender to the Issuer pursuant to Section 2.06(a) shall constitute the promise and obligation of the Issuer to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2020-1 Class A-1 Outstanding Principal Amount. (d) In accordance with Section 2.03(a), the Issuer agrees to cause requests for Borrowings to be made at least one time per month, for each month any Swingline Loans are outstanding for at least ten (10) Business Days during such month, if any Swingline Loans are outstanding in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate. (ie) on each Borrowing Date [Intentionally omitted.] (f) If prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the Issuer or any Guarantor or if for Revolving Loansany other reason, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender in its sole and absolute discretion, Advances may not be made as contemplated by Section 2.06(d), each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (ivthe “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage multiplied by (ii) the related Investor Group’s Commitment Percentage multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances. (g) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on demand account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender at is required to be returned, such Investor will return to the Swingline Lender any time when portion thereof previously distributed to it by the Swingline Lender. (h) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(f) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Issuer may have against the Swingline Lender, the Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default has occurred or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Issuer or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (i) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Issuer in writing and with the prior written consent of the Swingline Lender and the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Outstanding Series 2020-1 Class A-1 Note Advances, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (j) The Issuer may, upon notice to the Swingline Lender (who shall promptly notify the Administrative Agent and the Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 1:00 p.m. (New York City time) on the date of the prepayment, (y) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding and (z) if the source of funds for such prepayment is continuingnot a Borrowing, there shall be no unreimbursed Debt Service Advance, Collateral Protection Advance or Manager Advance (or interest thereon) at such time. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Issuer shall make such prepayment directly to the Swingline Lender and the payment amount specified in such notice shall be due and payable on the date specified therein.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the Swingline Lender agrees to make a portion shall, in reliance upon the agreements of the other Lenders set forth in this Section 2.3, make certain revolving credit otherwise available loans requested by the Borrower in Dollars to the Borrower under (each a “Swingline Loan” and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) from time to time from the Borrower notwithstanding that after making a requested Swingline Loan, Closing Date until the sum of (i) Termination Date for the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitmentpurposes hereinafter set forth; provided, that however, (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00) (the “Swingline Commitment Committed Amount”), and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the L/C Obligations outstanding shall not exceed the Revolving Committed Amount. Swingline Loans hereunder shall be made as Base Rate Loans or Quoted Rate Swingline Loans as the Borrower shall may request in accordance with the provisions of this Section 2.3, and may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding the foregoing, (i) the Borrower may not request any Swingline Loan if, after giving Loans hereunder while a Change of Control Standstill Period shall be in effect pursuant to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, Section 3.4(e) hereof; and (iiiii) the Swingline Lender shall not be required under any obligation to make issue a Swingline Loan if any Swingline Loans under this Section 3.3 Lender is at any that time when an Event of Default has occurred and is continuing. Subject to the foregoinga Defaulting Lender, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.19(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made and (iv) on demand by all other Swingline Loans as to which the Swingline Lender at any time when an Event of Default has occurred and is continuingactual or potential Fronting Exposure, as it may elect in its sole discretion.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to may in its sole discretion make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, the Swingline Lender agrees to may, in its sole and absolute discretion, make a portion of the credit otherwise available Swingline Loans to the Borrower under the Revolving Commitments at any time and from time to time during after the Restatement Effective Date and until the earlier of the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to Credit Maturity Date and the Borrower notwithstanding that after making a requested Swingline Loantermination of the Revolving Credit Commitments, the sum of (i) the Swingline Lender’s in an aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all at any time outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that will not result in (i) the aggregate principal amount of all Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, exceeding $30,000,000 or (ii) the Borrower shall not request any Swingline Loan ifAggregate Revolving Credit Exposure, after giving effect to the making of such any Swingline Loan, exceeding the aggregate Total Revolving Credit Commitment. Each Swingline Loan (other than Swingline Loans made pursuant to Section 2.22(g)) shall be in a principal amount that is an integral multiple of $1,000,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the Available Revolving Commitments would be less than zeroforegoing limits, the Borrower may borrow, pay or prepay and (iii) reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.22 or elsewhere in this Agreement, the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at Loan after it has received written notice from the Borrower, any time when other Loan Party or the Required Lenders stating that a Default or an Event of Default has occurred exists and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from continuing until such time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and shall have received written notice (ivA) on demand by of rescission of all such notices from the Swingline Lender at any time when an party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default has occurred and is continuingin accordance with Section 9.08(b).

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, the each Swingline Lender agrees agrees, severally and not jointly, in reliance upon the agreements of the other US Lenders set forth in this Section 2.20, to make a portion of the credit otherwise available Swingline Loans to the US Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentAvailability Period; provided, provided that (i) the aggregate principal amount of all Swingline Loans outstanding made by such Swingline Lender at any time outstanding shall not exceed the such Swingline Commitment AmountLender’s Swingline Commitment, (ii) the Borrower Unsecured Utilization (after giving effect to such Swingline Loan) shall not request exceed the Unsecured Commitment Cap and (iii) the aggregate principal amount of all Swingline Loans at any Swingline Loan iftime outstanding, after giving effect to the making of such any Swingline Loan, will not result in the aggregate amount US Revolving Exposures exceeding the aggregate US Revolving Commitments; provided further that US Borrower shall not use the proceeds of the Available Revolving Commitments would be less than zero, and (iii) the any Swingline Loan made by any Swingline Lender shall not be required to make refinance an outstanding Swingline Loan made by any other Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred Lender. Within the foregoing limits and is continuing. Subject subject to the foregoingterms and conditions set forth herein, US Borrower may borrow, repay and reborrow Swingline Loans may be repaid Loans. It is understood and reborrowed from time to time. (b) agreed that all Swingline Loans shall constitute US Unsecured Loans and shall in no event be Base Rate Loans onlydesignated as US Secured Loans. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to The Swingline Bank agrees, on the terms and conditions hereofset forth in this Agreement, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Borrower under the Revolving Commitments Company pursuant to this Section from time to time during the Revolving Commitment Period by making swing line loans Swingline Loan Availability Period; provided that immediately after each such loan is made (“Swingline Loans”) and after giving effect to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage any substantially concurrent application of the L/C Obligations and (iii) all proceeds thereof to repay outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that Loans): (i) the aggregate outstanding principal amount of the Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, Commitment, (ii) in the Borrower case of each Bank, its Outstanding Committed Amount shall not request exceed its Commitment, and (iii) the Total Usage shall not exceed the Total Commitments. Each loan under this Section shall (x) be in a principal amount not less than $1,000,000 and shall be in a multiple of $1,000,000 and (y) bear interest on the outstanding principal amount thereof for each day from the date such loan is made until it becomes due at such rate or rates per annum (which shall in no event be greater than the rate applicable to Base Rate Loans for such day), and be payable on such dates, as shall be agreed upon from time to time by the Company and the Swingline Bank. Within the foregoing limits and subject to Section 2.11(d), the Company may borrow under this Section, repay Swingline Loans and reborrow under this Section at any time during the Swingline Loan ifAvailability Period. If the Swingline Bank and the Company are unable, after giving effect for any reason, to agree on the making of such interest rate or interest payment date or dates applicable to any Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender Bank shall not be required obligated to make any make, and the Company shall not be obligated to borrow, such Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingLoan. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) The Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined evidenced by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingNote.

Swingline Commitment. (a) Subject During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans to the Borrower under Borrowers (each a “Swingline Loan” and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) from time to time for the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitmentpurposes hereinafter set forth; provided, that however, (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed FORTY MILLION DOLLARS ($40,000,000) (the “Swingline Commitment Committed Amount”), (ii) the Borrower aggregate principal amount of outstanding Revolving Loans and Swingline Loans made to the Company plus the outstanding Company LOC Obligations shall not request exceed $200,000,000 at any time outstanding, and (iii) the sum of the aggregate amount of outstanding Revolving Loans plus Swingline Loan if, Loans plus LOC Obligations shall not exceed the lesser of (A) the Revolving Committed Amount and (B) the Working Capital Amount and (iv) no Swingline Loans shall be made if after incurrence of such Swingline Loans (but after giving effect to the expected uses of the proceeds thereof within 2 Business Days of the respective Swingline Loans for purposes other than investing in Cash Equivalents) there will be more than $150,000,000 of unrestricted cash and Cash Equivalents in the aggregate on the consolidated balance sheet of the Company and its Subsidiaries; provided that in making of such Swingline Loancalculations pursuant to this clause (iv), the aggregate amount Company may disregard changes in the consolidated balances of cash and Cash Equivalents of the Available Revolving Commitments would Company and its Subsidiaries to the extent the Company is not actually aware of a material increase in such balances during the period beginning 24 hours before the time the respective Notice of Borrowing for such respective Swingline Loans is required to be less than zerodelivered and ending on (but including) the date on which such respective Swingline Loans are to be made. Notwithstanding anything to the contrary contained in this Section 2.2, and (iiii) the Swingline Lender shall not be required obligated to make any Swingline Loans under this Section 3.3 at any a time when a Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements with one or more Borrowers satisfactory to it and the Administrative Borrower to eliminate the Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by a Borrower cash collateralizing such Defaulting Lender’s Revolving Commitment Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”), and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Administrative Borrower, or the Required Lenders stating that a Default or an Event of Default has occurred exists and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from continuing until such time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and shall have received written notice (ivA) on demand by of rescission of all such notices from the Swingline Lender at any time when an party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default has occurred and is continuingby the Required Lenders.

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, the Swingline Lender agrees to may at its sole discretion make a portion of the credit otherwise available to the Borrower Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, Company provided that (i) the sum of (x) the Swingline Exposure of the Swingline Lender (in its capacity as Swingline Lender and a Revolving Lender), (y) the Dollar Equivalent of the aggregate principal amount of outstanding Revolving Loans made by the Swingline Lender (in its capacity as a Revolving Lender) and (z) the Dollar Equivalent of the L/C-B/A Exposure of the Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of the outstanding Swingline Loans outstanding at any time shall not exceed the Swingline Commitment AmountCommitment, (iiiii) the applicable Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time.aggregate (b) The Company shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Company shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loans shall be Base Rate Loans only. (c) The Borrower shall applied by the Administrative Agent to repay all outstanding any Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingoutstanding.

Swingline Commitment. (a) (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to tomay in its sole discretion make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, from time to time until the Swingline Termination Date, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower make, under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line Five Year Facility, a revolving loan or revolving loans (“each a "Swingline Loan" and, collectively, the "Swingline Loans”") to the Borrower notwithstanding that after making a requested respective Borrowers, which Swingline Loan, the sum of Loans (i) the Swingline Lender’s aggregate principal amount of all Revolving Loansshall be denominated in Dollars, (ii) Revolving Percentage of may be repaid and reborrowed in accordance with the L/C Obligations and provisions hereof, (iii) all shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of the aggregate principal Dollar Equivalent amount of outstanding Swingline Revolving Credit Loans may exceed made under the Swingline Lender’s Revolving Commitment; provided, that (i) Five Year Facility plus the aggregate principal amount of Swingline Competitive Bid Loans made thereunder at any time, the Five Year Facility Commitment less the sum of all outstanding L/C Obligations, (iv) shall not exceed in aggregate principal amount at any time shall not exceed outstanding the Swingline Commitment Amountand (v) shall bear interest at a rate mutually agreeable to the Swingline Lender and the applicable Borrower. Notwithstanding anything to the contrary contained in this Section 2.6(a), (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiix) the Swingline Lender shall not be required obligated to make any Swingline Loans under this Section 3.3 at any a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Commitment Percentage of the outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower or the Required Lenders stating that a Default or an Event of Default has occurred exists and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from continuing until such time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and shall have received written notice (ivA) on demand by of rescission of all such notices from the Swingline Lender at any time when an party or parties originally delivering such notice or (B) of the waiver of such Default or Event of Default has occurred and is continuingby the Required Lenders.

Swingline Commitment. (a) Subject to The Swingline Bank agrees, on the terms and conditions hereofset forth in this Agreement, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Borrower under the Revolving Commitments Company pursuant to this Section from time to time during the Revolving Commitment Period by making swing line loans Swingline Loan Availability Period; provided that immediately after each such loan is made (“Swingline Loans”) and after giving effect to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage any substantially concurrent application of the L/C Obligations and (iii) all proceeds thereof to repay outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that Loans): (i) the aggregate outstanding principal amount of the Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, Commitment, (ii) in the Borrower case of each Bank, its Outstanding Committed Amount shall not request exceed its Commitment, and (iii) the Total Usage shall not exceed the Total Commitments. Each loan under this Section shall (x) be in a principal amount not less than $1,000,000 and shall be in a multiple of $1,000,000 and (y) bear interest on the outstanding principal amount thereof for each day from the date such loan is made until it becomes due at such rate or rates per annum (which shall in no event be greater than the rate applicable to Base Rate Loans for such day), and be payable on such dates, as shall be agreed upon from time to time by the Company and the Swingline Bank. Within the foregoing limits and subject to Section 2.11(b), the Company may borrow under this Section, repay Swingline Loans and reborrow under this Section at any time during the Swingline Loan ifAvailability Period. If the Swingline Bank and the Company are unable, after giving effect for any reason, to agree on the making of such interest rate or interest payment date or dates applicable to any Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender Bank shall not be required obligated to make any make, and the Company shall not be obligated to borrow, such Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingLoan. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) The Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined evidenced by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingNote.

Swingline Commitment. (a) Subject to The Swingline Bank agrees, on the terms and conditions hereofset forth in this Agreement, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Borrower under the Revolving Commitments pursuant to this Section from time to time during the Revolving Commitment Period by making swing line loans Swingline Loan Availability Period; provided that immediately after each such loan is made (“Swingline Loans”) and after giving effect to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage any substantially concurrent application of the L/C Obligations and (iii) all proceeds thereof to repay outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that Loans): (i) the aggregate outstanding principal amount of the Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, Commitment, (ii) in the case of each Bank, its Outstanding Committed Amount shall not exceed its Commitment, and (iii) the Total Usage shall not exceed the Total Commitments. Each loan under this Section shall (x) be in a principal amount not less than $500,000 and shall be in a multiple of $100,000 and (y) bear interest on the outstanding principal amount thereof for each day from the date such loan is made until it becomes due at such rate or rates per annum (which shall in no event be greater than the rate applicable to Base Rate Loans for such day), and be payable on such dates, as shall be agreed upon from time to time by the Borrower and the Swingline Bank. Within the foregoing limits and subject to Section 2.11(d), the Borrower may borrow under this Section, repay Swingline Loans and reborrow under this Section at any time during the Swingline Loan Availability Period. If the Swingline Bank and the Borrower are unable, for any reason, to agree on the interest rate or interest payment date or dates applicable to any Swingline Loan, the Swingline Bank shall not be obligated to make, and the Borrower shall not request any Swingline Loan ifbe obligated to borrow, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) The Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined evidenced by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingNote.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to may in its sole discretion make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) the Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment AmountCommitment, (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Borrower under the Revolving Commitments at any time and from time to time during on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline LoanCredit Commitments, the sum of (i) the Swingline Lender’s in an aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all at any time outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that will not result in (i) the aggregate principal amount of all Swingline Loans outstanding at any time shall not exceed exceeding $5,000,000 in the Swingline Commitment Amount, aggregate or (ii) the Borrower shall not request any Swingline Loan ifaggregate Revolving Credit Exposure, after giving effect to the making of such any Swingline Loan, exceeding the aggregate Revolving Credit Commitments. Each Swingline Loan shall be in a principal amount that is an integral multiple of $50,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the Available Revolving Commitments would be less than zeroforegoing limits, the Borrower may borrow, pay or prepay and (iii) reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.21 or elsewhere in this Agreement, the Swingline Lender shall not be required obligated to make any Swingline Loans under this Section 3.3 Loan at any a time when an Event of Default has occurred and a Lender is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by Defaulting Lender unless the Swingline Lender has entered into arrangements satisfactory to it and (iv) on demand by the Borrower to eliminate the Swingline Lender at any time when an Event Lender’s risk with respect to the Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of Default has occurred and is continuingthe outstanding Swingline Loans.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments Commitment would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Swingline Loans (i) on Lender the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(c)) is not then satisfied and (iv) on demand by the Swingline Lender at any time has had a reasonable opportunity to react to such notice and ending when an Event of Default has occurred and is continuingsuch conditions are satisfied or duly waived.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the initial Series 2019-3 Class A-1 Swingline Note, which the Issuer shall deliver to the Swingline Lender on the Series 2019-3 Closing Date. Such initial Series 2019-3 Class A-1 Swingline Note shall be dated the Series 2019-3 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2019-3 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, the Swingline Lender Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2019-3 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2019-3 Class A-1 Swingline Loans”) to the Borrower under the Revolving Commitments Issuer from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) period commencing on the Series 2019-3 Closing Date and ending on the date that is two Business Days prior to the Borrower notwithstanding Commitment Termination Date; provided that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving LoansLender shall have no obligation or right to make any Swingline Loan if, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; providedafter giving effect thereto, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not would exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Borrower shall not request any Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Series 2019-3 Class A-1 Notes Maximum Principal Amount. Each such Borrowing of a Swingline Loan if, after giving effect will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-3 Class A-1 Swingline Note in an amount corresponding to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingBorrowing. Subject to the foregoingterms of this Agreement and the Series 2019-3 Supplement, the outstanding principal amount evidenced by the Series 2019-3 Class A-1 Swingline Note may be increased by Borrowings of Swingline Loans may be repaid and reborrowed or decreased by payments of principal thereon from time to time. (b) Whenever the Issuer desires that the Swingline Loans Lender make Swingline Loans, the Issuer shall (or shall cause the Manager on its behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (New York City time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be Base Rate Loans onlya Business Day during the Commitment Term not later than the date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Issuer. Such notice shall be in the form attached hereto as Exhibit A-1 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Swingline Lender shall promptly notify the Control Party and the Trustee thereof in writing. Each Borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2019-3 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, the Series 2019-3 Class A-1 Outstanding Principal Amount would exceed the Series 2019-3 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2019-3 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-3 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York City time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2019-3 Supplement, the Swingline Lender shall make available to the Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan. (c) The Borrower Issuer hereby agrees that each Swingline Loan made by the Swingline Lender to the Issuer pursuant to Section 2.06(a) shall constitute the promise and obligation of the Issuer to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2019-3 Class A-1 Outstanding Principal Amount. (d) In accordance with, and without limitation of, Section 2.03(a), the Issuer agrees to cause requests for Borrowings to be made at least one time per month, for each month any Swingline Loans are outstanding for at least ten (10) Business Days during such month, if any Swingline Loans are outstanding in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate. (ie) on each Borrowing Date [Intentionally omitted.] (f) If prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the Issuer or any Guarantor or if for Revolving Loansany other reason, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender in its sole and absolute discretion, Advances will not be made as contemplated by Section 2.06(d), each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d) (ivthe “Refunding Date”), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage multiplied by (ii) the related Investor Group’s Commitment Percentage multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances. (g) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on demand account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender at is required to be returned, such Investor will return to the Swingline Lender any time when portion thereof previously distributed to it by the Swingline Lender. (h) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(f) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Issuer may have against the Swingline Lender, the Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default has occurred or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Issuer or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (i) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Issuer in writing and with the prior written consent of the Swingline Lender and the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Series 2019-3 Class A-1 Outstanding Principal Amount, the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (j) The Issuer may, upon notice to the Swingline Lender (who shall promptly notify the Administrative Agent and the Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 1:00 p.m. (New York City time) on the date of the prepayment, (y) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $50,000 in excess thereof (or in each case such other amount as agreed by the Administrative Agent) or, if less, the entire principal amount thereof then outstanding and (z) if the source of funds for such prepayment is continuingnot a Borrowing, there shall be no unreimbursed Debt Service Advance, Collateral Protection Advance or Manager Advance (or interest thereon) at such time. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Issuer shall make such prepayment directly to the Swingline Lender and the payment amount specified in such notice shall be due and payable on the date specified therein.

Swingline Commitment. (a) Subject to the terms and conditions hereofof this Section 2.3 and in reliance upon the representations and warranties set forth herein, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans to the Borrower under Borrowers (each a "Swingline Loan" and, collectively, the Revolving Commitments "Swingline Loans") from time to time during from the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to Closing Date until the Borrower notwithstanding that after making a requested Swingline Loan, Termination Date for the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitmentpurposes hereinafter set forth; provided, that however, (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed THIRTY FIVE MILLION DOLLARS ($35,000,000) (the "Swingline Commitment Committed Amount"), and (ii) the Borrower shall not request any Swingline Loan if, after giving effect to the making sum of such Swingline Loan, the aggregate amount of Committed Revolving Loans (other than Committed Revolving Loans made for the Available purpose of repaying Swingline Loans or Competitive Loans or reimbursing the Issuing Lender for any amount drawn under any Letter of Credit but not yet so applied) plus the aggregate amount of LOC Obligations plus the aggregate amount of Swingline Loans plus the aggregate amount of Competitive Loans (other than Competitive Loans made for the purpose of repaying Committed Revolving Commitments would be less than zero, and (iiiLoans or Swingline Loans or reimbursing the Issuing Lender for any amount drawn under any Letter of Credit but not yet so applied) the Swingline Lender shall not be required to make any exceed the aggregate Revolving Committed Amount. Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans hereunder shall be made as Base Rate Loans only. (c) The or may be requested to bear interest at the Quoted Rate, as the Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on may elect in accordance with the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event provisions of Default has occurred and is continuing.this

Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding Borrower; provided that after making a requested Swingline Loan, (i) the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (ix) the aggregate principal amount of outstanding Swingline Loans outstanding at any time made by the Swingline Lender, (y) the aggregate principal amount of outstanding Revolving Loans made by the Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of the Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect, (ii) the sum of the outstanding Swingline Loans shall not exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (iiiii) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Total Revolving Extensions of Credit would exceed the Available Total Revolving Commitments would be less than zero, and (iii) Commitments; provided further that the Swingline Lender shall not be required to make a Swingline Loan (i) to refinance an outstanding Swingline Loan or (ii) if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iii)) with respect to the Defaulting Lender arising from either, in its sole discretion, (a) the Swingline Loan then proposed to be made or (b) the Swingline Loan then proposed to be made and all other Swingline Loans under this Section 3.3 as to which the Swingline Lender has actual or potential Fronting Exposure. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. A Swingline Loan shall bear interest at any time when either (x) a rate based on the ABR (such Swingline Loan to be an Event of Default has occurred and is continuing. Subject “ABR Swingline Loan”) or (y) a rate based on the LIBOR Market Index Rate (such Swingline Loan to be a “LIBOR Rate Swingline Loan”), as determined by the foregoing, Swingline Loans may be repaid and reborrowed from time to timeBorrower. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding to the Swingline Loans (i) Lender the then unpaid principal amount of each Swingline Loan on each Borrowing Date for Revolving Loans, (ii) on the earlier of the Revolving Termination DateDate and the date that is fourteen days (subject to the provisions of Section 2.12(c)) after such Swingline Loan is made.; provided that on each date that a Revolving Loan is borrowed, (iii) on a weekly basis as determined the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingLoans outstanding.

Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to the Swingline Lender on the Closing Date. Such Series 2022-1 Class A-1 Swingline Note shall be dated the Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, the Swingline Lender Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2022-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2022-1 Class A-1 Swingline Loans”) to the Borrower under the Revolving Commitments Master Issuer from time to time during the Revolving Commitment Period by making swing line loans period commencing on the Closing Date and ending on the date that is two (“Swingline Loans”2) Business Days prior to the Borrower notwithstanding Commitment Termination Date; provided that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving LoansLender shall have no obligation or right to make any Swingline Loan if, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; providedafter giving effect thereto, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not would exceed the Swingline Commitment Amountthen in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Borrower shall not request any Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. Each such borrowing of a Swingline Loan if, after giving effect will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 Swingline Note in an amount corresponding to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingborrowing. Subject to the foregoingterms of this Agreement and the Series 2022-1 Supplement, the outstanding principal amount evidenced by the Series 2022-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans may be repaid and reborrowed or decreased by payments of principal thereon from time to time. (b) Whenever the Master Issuer desires that the Swingline Loans Lender make Swingline Loans, the Master Issuer shall (or shall cause the Manager on its behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (Eastern time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be Base Rate Loans onlya Business Day during the Commitment Term not later than the date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Master Issuer). Such notice shall be in the form of a Swingline Advance Request in the form attached hereto as Exhibit A-2 (a “Swingline Loan Request”), a copy of which shall also be provided by the Master Issuer (or the Manager on its behalf) to the Control Party and the Trustee by 2:00 p.m. (Eastern time) on the date of delivery thereof to the Swingline Lender and the Administrative Agent. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (Eastern time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, the Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2022-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (Eastern time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2022-1 Supplement, the Swingline Lender shall make available to the Master Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan. (c) The Borrower Master Issuer hereby agrees that each Swingline Loan made by the Swingline Lender to the Master Issuer pursuant to Section 2.06(a) shall constitute the promise and obligation of the Master Issuer to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2022-1 Class A-1 Outstanding Principal Amount. (d) In accordance with Section 2.03(a), the Master Issuer agrees to cause requests for Borrowings to be made at least one time per month if any Swingline Loans are outstanding in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate. (ie) on each Borrowing Date [Reserved]. (f) If, prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the Master Issuer or any Guarantor or if, for Revolving Loansany other reason, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender in its sole and absolute discretion, Advances may not be made as contemplated by Section 2.06(d), each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (ivthe “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage, multiplied by (ii) the related Investor Group’s Commitment Percentage, multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances. (g) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on demand account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender at is required to be returned, such Investor will return to the Swingline Lender any time when portion thereof previously distributed to it by the Swingline Lender. (h) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(f) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Master Issuer may have against the Swingline Lender, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default has occurred or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (i) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Master Issuer in writing and with the prior written consent of the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments. (j) The Master Issuer may, upon notice to the Swingline Lender (who shall promptly notify the Administrative Agent and the Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 11:00 a.m. (Eastern time) on the date of the prepayment, (y) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding and (z) if the source of funds for such prepayment is continuingnot a Borrowing, there shall be no unreimbursed Advances or Manager Advances (or interest thereon) at such time. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Master Issuer shall make such prepayment directly to the Swingline Lender and the payment amount specified in such notice shall be due and payable on the date specified therein.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of Borrower; provided that (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiic) the Borrower shall not use the proceeds of any Swingline Loan to refinance any then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Maturity Date. The Swingline Lender may (but shall not be required to) make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Lender, acting in good faith, that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and has had a reasonable opportunity to make any Swingline Loans under this Section 3.3 at any time react to such notice and ending when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to timesuch conditions are satisfied or duly waived. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to The Swingline Lender agrees, on the terms and subject to the conditions hereofset forth herein and in the other Credit Documents, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Borrower under the Revolving Commitments in Dollars at any time and from time to time during the period from and including the Effective Date to but not including the Revolving Commitment Period by making swing line loans Termination Date (each such loan, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment); provided, provided that (i) the aggregate principal amount of the Swingline Loans outstanding at any one time shall not exceed the Swingline Commitment Committed Amount, (ii) with regard to each Lender individually (other than the Borrower Swingline Lender), such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding LOC Obligations shall not request at any Swingline Loan if, after giving effect time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount and (iii) with regard to the making Revolving Lenders collectively, the sum of such the Swingline Loan, Committed Amount plus the aggregate amount of Revolving Loans outstanding plus the Available aggregate amount of LOC Obligations outstanding shall not exceed the Revolving Commitments would Committed Amount. Swingline Loans shall be less than zeromade and maintained as Base Rate Loans, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time in accordance with the provisions hereof prior to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans in Dollars and in Foreign Currencies to the Borrower under (each a "Swingline Loan" and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Swingline Loans”") to for the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitmentpurposes hereinafter set forth; provided, that however, (i) the aggregate principal amount Dollar Amount of Swingline Loans (determined as of the most recent Determination Date) outstanding at any time shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (the "Swingline Commitment Committed Amount"), and (ii) the Borrower sum of the aggregate Dollar Amount (determined as of the most recent Determination Date) of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations plus outstanding Competitive Loans shall not request any exceed the Aggregate Revolving Committed Amount. Swingline Loan if, after giving effect Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything to the making of such Swingline Loancontrary contained herein, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not at any time be required obligated to make any Swingline Loans under this Section 3.3 Loan hereunder if any Lender is at any such time when an Event of Default has occurred and is continuing. Subject to the foregoinga Defaulting Lender, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by unless the Swingline Lender and (iv) on demand by has entered into arrangements satisfactory to the Swingline Lender at any time when an Event with the Borrower or such Lender to eliminate the Swingline Lender's risk with respect to such Lender's obligations in respect of Default has occurred and is continuingits Swingline Commitment.

Swingline Commitment. (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make available a portion of the credit accommodations otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) in Dollars to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving CommitmentBorrower; provided, provided that (ia) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amountthen in effect, (iib) the Borrower shall not request request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iiic) the Swingline Lender Borrower shall not be required to make use the proceeds of any Swingline Loans under this Section 3.3 at Loan to refinance any time when an Event of Default has occurred then outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and is continuingreborrowing, all in accordance with the terms and conditions hereof. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) Swingline Loans shall be Base Rate ABR Loans only. (c) . The Borrower shall repay all outstanding to the Administrative Agent, for the account of the Swingline Loans (i) on Lender, the then unpaid principal amount of each Borrowing Date for Revolving Loans, (ii) Swingline Loan on the Revolving Termination Date, (iii) on a weekly basis as determined by the . The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent (at the request of any Lender, acting in good faith) that one or more of the applicable conditions specified in Section 5.2 (other than Section 5.2(d)) is not then satisfied and (iv) on demand by the Swingline Lender at any time has had a reasonable opportunity to react to such notice and ending when an Event of Default has occurred and is continuingsuch conditions are satisfied or duly waived.

Swingline Commitment. (a) Subject to the terms and conditions hereofof this Agreement, during the period from the Closing Date to but excluding the Swingline Maturity Date, each Swingline Lender severally and not jointly, in its individual capacity, agrees to make certain revolving credit loans in Dollars to Borrower (each a portion of “Swingline Loan” and, collectively, the credit otherwise available to the Borrower under the Revolving Commitments “Swingline Loans”) from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage of the L/C Obligations and (iii) all outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitmentterm hereof; provided, however, that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, lesser of (i) Sixty Million Dollars ($60,000,000) and (ii) the Borrower Total Loan Commitment less the sum of (A) all Loans then outstanding, excluding Swingline Loans, and (B) the outstanding amount of all Letter of Credit Liabilities; provided, however, that no Swingline Lender shall not request be obligated to make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of Swingline Loans made by such Swingline Lender would exceed the Available Revolving Commitments would be lesser of (A) the Loan Commitment of the Bank then acting as such Swingline Lender less than zero, its Pro Rata Share of the principal amount of all Ratable Loans and Letter of Credit Liabilities then outstanding (the “Swingline Commitment”) and (iiiB) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuingThirty Million Dollars ($30,000,000). Subject to the foregoinglimitations set forth herein, any amounts repaid in respect of Swingline Loans may be repaid and reborrowed from time to timereborrowed. (b) Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuing.

Swingline Commitment. (a) Subject to The Swingline Bank agrees, on the terms and conditions hereofset forth in this Agreement, the Swingline Lender agrees to make a portion of the credit otherwise available loans to the Borrower under the Revolving Commitments pursuant to this Section from time to time during the Revolving Commitment Period by making swing line loans Swingline Loan Availability Period; provided that immediately after each such loan is made (“Swingline Loans”) and after giving effect to the Borrower notwithstanding that after making a requested Swingline Loan, the sum of (i) the Swingline Lender’s aggregate principal amount of all Revolving Loans, (ii) Revolving Percentage any substantially concurrent application of the L/C Obligations and (iii) all proceeds thereof to repay outstanding Swingline Loans may exceed the Swingline Lender’s Revolving Commitment; provided, that Loans): (i) the aggregate outstanding principal amount of the Swingline Loans outstanding at any time shall not exceed the Swingline Commitment Amount, Commitment, (ii) in the case of each Bank, its Outstanding Committed Amount shall not exceed its Commitment, and (iii) the Total Usage shall not exceed the Total Commitments. Each loan under this Section shall (x) be in a principal amount not less than $500,000 and shall be in a multiple of $100,000 and (y) bear interest on the outstanding principal amount thereof for each day from the date such loan is made until it becomes due at such rate or rates per annum (which shall in no event be greater than the Base Rate for such day), and be payable on such dates, as shall be agreed upon from time to time by the Borrower and the Swingline Bank. Within the foregoing limits, the Borrower may borrow under this Section , repay Swingline Loans and reborrow under this Section at any time during the Swingline Loan Availability Period. If the Swingline Bank and the Borrower are unable, for any reason, to agree on the interest rate or interest payment date or dates applicable to any Swingline Loan, the Swingline Bank shall not be obligated to make, and the Borrower shall not request any Swingline Loan ifbe obligated to borrow, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iii) the Swingline Lender shall not be required to make any Swingline Loans under this Section 3.3 at any time when an Event of Default has occurred and is continuing. Subject to the foregoing, Swingline Loans may be repaid and reborrowed from time to time. (b) The Swingline Loans shall be Base Rate Loans only. (c) The Borrower shall repay all outstanding Swingline Loans (i) on each Borrowing Date for Revolving Loans, (ii) on the Revolving Termination Date, (iii) on a weekly basis as determined evidenced by the Swingline Lender and (iv) on demand by the Swingline Lender at any time when an Event of Default has occurred and is continuingNote.