Common use of Swingline Loans Clause in Contracts

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.3:00 p.m., New York City Houston, Texas time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 4:00 p.m., New York City Houston, Texas time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City Houston, Texas time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each and if an AutoBorrow Agreement is in effect, subject to the terms and conditions of such AutoBorrow Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, Commitment or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure Total Outstandings exceeding the total Revolving Facility Aggregate Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Base Rate Loans under this Agreement. (b) To If an AutoBorrow Agreement is in effect, each Swingline Borrowing of the type described in clause (b) of the definition thereof shall be made as provided in such AutoBorrow Agreement. Otherwise, to request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request Loan Notice by telecopy) not later than 11:00 a.m., New York City time 3:00 p.m. on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request Loan Notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day)) of the Swingline Borrowing, (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Loan shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, except as otherwise set forth in any AutoBorrow Agreement. If an AutoBorrow Agreement is in effect, with respect to each Swingline Borrowing of the type described in clause (b) of the definition thereof, such additional terms and conditions of such AutoBorrow Agreement shall have been satisfied, and in the event that any of the terms of this Section 2.16 conflict with such AutoBorrow Agreement, the terms of the AutoBorrow Agreement shall govern and control. The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, 5:00 p.m. to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Borrower. (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time a.m. on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. No Lender shall have any rights or obligations under any AutoBorrow Agreement. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, funds not later than 1:00 pm on the Business Day specified in the same manner as provided in Section 2.06 Swingline Loan Notice with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.11 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. If an AutoBorrow Agreement is in effect, each prepayment of a Swingline Borrowing of the type described in clause (b) of the definition thereof shall be made as provided in such AutoBorrow Agreement. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (d) Notwithstanding any terms to the contrary contained herein, the ability to transfer funds pursuant to an AutoBorrow Agreement as a Swingline Borrowing hereunder may be terminated at any time by the Swingline Lender upon 24 hour prior written notice to the Borrower.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, Commitment or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure Total Outstandings exceeding the total Revolving Facility Aggregate Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay or repay and reborrow Swingline Loans. All Swingline Loans shall be ABR Base Rate Loans under this Agreement. (b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request Loan Notice by telecopy) not later than 11:00 a.m., New York City time 2:00 p.m. on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request Loan Notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day)) of the Swingline Borrowing, (ii) the amount of the requested Swingline Borrowing, Borrowing and (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Loan shall be in a minimum principal amount of $100,000. The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, 4:00 p.m. to the account of requested by the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Borrower. (c) A The Swingline Lender may by written notice (a “Swingline Lender Notice”) given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 12:00 noon on any Business DayDay when Swingline Loans are outstanding, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, funds not later than 2:00 pm on the Business Day specified in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Swingline Lender Notice (and Section 2.06 2.11 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. DollarsCommitment Period; provided, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested), shall not exceed the lesser of (i) the Aggregate Commitments less the sum of all outstanding Revolving Credit Loans and the LC Obligations and (ii) the Swingline Commitment, (y) ; provided further that the outstanding Swingline Loans of such Swingline Lender exceeding will not make a Swingline Loan from and after the date which is one (1) day after it has received written notice from the Borrower or any Lender that one or more of the applicable conditions to Credit Extensions specified in Section 4.02 is not then satisfied until such Swingline Lender’s Swingline Commitments conditions are satisfied or waived in accordance with the provisions of this Agreement (z) and the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required entitled to make a conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The aggregate amount of Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and Loans in any Borrowing shall not be subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementa minimum amount or increment. (b) To request Swingline Loans shall be refunded by the Lenders on demand by the Swingline Lender. Such refundings shall be made by each Lender in accordance with its Applicable Percentage and shall thereafter be reflected as Loans of the Lenders on the books and records of the Administrative Agent. Each Lender shall fund its Applicable Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Lender’s obligation to fund its Applicable Percentage of a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request Loan shall be irrevocable and shall specify (i) the requested date (which shall be affected by any other Lender’s failure to fund its Applicable Percentage of a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number nor shall any Lender’s Applicable Percentage be increased as a result of the Borrower’s account any such failure of any other Lender to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case fund its Applicable Percentage of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan. (c) A The Borrower shall pay to the Swingline Lender may the amount of each Swingline Loan (unless such Swingline Loan is fully refunded by written notice given the Lenders pursuant to Section 2.02(b)): on demand and in no event later than the Maturity Date. In addition, the Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (and up to the other amount available therein) in order to immediately pay the Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require Lender the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans Loans. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their Applicable Percentages (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give has received notice thereof in the manner required pursuant to each Section 10.02 and which such LenderEvent of Default has not been waived by the Majority Lenders or the Lenders, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. as applicable). (d) Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in refund Swingline Loans pursuant to in accordance with the terms of this paragraph Section 2.02 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination including, without limitation, non-satisfaction of the Commitmentsconditions set forth in Article IV. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.02, one of the events described in subsections (j)(i), (j)(ii) or (j)(iii) of Section 8.01 shall have occurred, each Lender will, on the date the applicable Revolving Credit Loan would have been made, purchase an undivided, irrevocable and unconditional participating interest in the Swingline Loans to be refunded in an amount equal to its Applicable Percentage of the aggregate amount of such payment shall be made without any offset, abatement, withholding or reduction whatsoeverSwingline Loans. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire will immediately transfer of to the Swingline Lender, in immediately available funds, the amount of its participation, and upon receipt thereof, the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandiscase of interest payments, to reflect the payment obligations period of time during which such Lender’s participating interest was outstanding and funded). Notwithstanding the Lendersforegoing provisions of this Section 2.02(d), and the Administrative Agent shall promptly pay to the applicable Swingline a Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant no obligation to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in refund a Swingline Loan pursuant to this paragraph Section 2.02(b) if (i) a Default shall exist at the time such refunding is requested by the Swingline Lender, (ii) such Default had occurred and was continuing at the time such Swingline Loan was made by the Swingline Lender and (ii) such Lender notified the Swingline Lender in writing, not relieve less than one Business Day prior to the Borrower making by the Swingline Lender of any default in the payment thereofsuch Swingline Loan, that such Default has occurred and is continuing and that such Lender will not refund Swingline Loans made while such Default is continuing.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to may in its discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period in U.S. DollarsPeriod; provided that no such Swingline Loan shall be permitted if, in an aggregate principal amount at any time outstanding that will not result in after giving effect thereto, (xi) the aggregate principal amount of outstanding Swingline Loans exceeding would exceed the Swingline CommitmentLoan Sublimit, (yii) the outstanding aggregate Revolving Credit Exposures would exceed the total Revolving Commitments or (iii) unless otherwise agreed by such Swingline Lender, the aggregate amount of Swingline Loans, Revolving Loans and Letters of Credit issued by such Swingline Lender exceeding would exceed such Swingline Lender’s Swingline Revolving Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitmentshereunder; provided further that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Immediately upon the making of a Swingline Loans Loan, each Revolving Lender shall be ABR Loans under this Agreementdeemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Swingline Loan. (b) To request a Swingline BorrowingLoan, the Borrower shall notify the Administrative Agent and Swingline Lenders Lender of such request request, which may be given by telephone (confirmed and shall be irrevocable. Each such notice must be received by a the Swingline Borrowing Request by telecopy) Lender and the Administrative Agent not later than 11:00 a.m.1:00 p.m., New York City time time, on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested date (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, appropriately completed and (iv) the location and number signed by a Responsible Officer of the Borrower’s account . Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to which funds are 3:00 p.m. on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to be disbursed. Each make such Swingline Loan as a result of the limitations set forth in Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, the Swingline Lender shall make each such Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender or the Administrative Agent (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.05(c), by remittance to the applicable relevant Issuing Bank)) by 4:00 p.m., New York City time, on the requested date of such Swingline Loan. (ci) A The Swingline Lender at any time in its sole and absolute discretion may by request, on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of the applicable Class of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.02 and Section 2.03, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Commitments of the applicable Class and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice given to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage (of the amount of the applicable Class of Swingline Loans) of the aggregate amount specified in such Borrowing Request available to the Administrative Agent (and to in immediately available funds for the other account of the Swingline Lenders) Lender at the Administrative Agent’s Office not later than 10:00 a.m.1:00 p.m., New York City time time, on the day specified in such Borrowing Request, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender. (ii) If for any Business Dayreason any Swingline Loan cannot be refinanced by such Base Rate Loan in accordance with Section 2.04(c)(i), require the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Facility Lenders to acquire participations on fund its risk participation in the relevant Swingline Loan and such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay payment to the Administrative Agent for the account of the applicable Swingline LenderLender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Overnight Bank Funding Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving Facility Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Base Rate Loan included in the relevant Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Revolving Facility Percentage of such Swingline Loan or Loans. Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. (iii) Each Revolving Facility Lender acknowledges and agrees that its respective Lender’s obligation to acquire make Base Rate Loans or to purchase and fund risk participations in Swingline Loans pursuant to this paragraph is Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, including (B) the occurrence and or continuance of a Default Default, or reduction (C) any other occurrence, event or termination condition, whether or not similar to any of the Commitmentsforegoing; provided, and however, that each Revolving Lender’s obligation to make Base Rate Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest as provided herein. (i) At any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment shall be made without any offseton account of such Swingline Loan, abatement, withholding or reduction whatsoever. Each the Swingline Lender will distribute to such Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, Applicable Percentage thereof in the same manner funds as provided those received by the Swingline Lender. (ii) If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 2.06 with respect 9.08 (including pursuant to Loans made any settlement entered into by such Revolving Facility the Swingline Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lendersin its discretion), and the Administrative Agent each Revolving Lender shall promptly pay to the applicable Swingline Lender its Applicable Percentage thereof on demand of the amounts so received by it Administrative Agent, plus interest thereon from the Revolving Facility Lendersdate of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Bank Funding Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Revolving Lenders under this clause shall notify survive the payment in full of the Obligations and the termination of this Agreement. (e) The Swingline Lender shall be responsible for invoicing the Borrower of any participations in any for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan acquired or risk participation pursuant to this paragraph (c)Section 2.04 to refinance such Revolving Lender’s Applicable Percentage of any Swingline Loan, and thereafter payments by the Borrower interest in respect of such Swingline Loan Applicable Percentage shall be made solely for the account of the Swingline Lender. (f) The Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender. (g) If the maturity date shall have occurred in respect of any tranche of Revolving Commitments at a time when another tranche or tranches of Revolving Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.05(d)), there shall exist sufficient unutilized Extended Revolving Commitments or Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Commitments or Revolving Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and the same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments or Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date. (h) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and not to the applicable Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender. Any amounts received by , and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender from under this Agreement and (ii) references herein to the Borrower (or any other party on behalf of the Borrower) in respect of a term “Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein Lender” shall be remitted promptly deemed to the Administrative Agent; any include such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Lender in its capacity as a lender of Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofLoans hereunder.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, including without limitation Section 2.15., each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time Borrower, during the Availability Period in U.S. Dollarsperiod from the Effective Date to but excluding the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, $62,500,000, as such amount may be reduced from time to time in accordance with the terms hereof; provided, that will not result no Swingline Lender shall be obligated to make a Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate principal amount of outstanding Revolving Loans made by it in (x) its capacity as a Lender plus the aggregate principal amount of outstanding Swingline Loans exceeding made by it in its capacity as a Swingline Lender would exceed the Swingline Commitment, (y) the outstanding Swingline Loans Commitment of such Swingline Lender exceeding such Swingline in its capacity as a Lender’s Swingline Commitments or (z) . If at any time the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the aggregate principal amount of the requested Swingline Borrowing, (iii) Loans outstanding at such time exceeds the term Swingline Commitment of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City effect at such time, to or if at any time the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion aggregate principal amount of the outstanding Swingline Loans and outstanding Revolving Loans made by it. Such notice shall specify the aggregate amount Swingline Lender in its capacity as a Lender exceeds the Commitment of such Swingline Loans Lender in which the Revolving Facility Lenders will participate. Promptly upon receipt of its capacity as a Lender in effect at such noticetime, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to Borrower shall immediately pay to the Administrative Agent for the account of such Swingline Lender the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage amount of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation excess, and, subject to acquire participations the parenthetical in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoeverthe last sentence of Section 3.2., including the occurrence and continuance proceeds of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverapplied to repay outstanding Swingline Loans. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, Subject to the payment obligations terms and conditions of this Agreement, the Lenders)Borrower may borrow, repay and reborrow Swingline Loans hereunder. For the Administrative Agent shall promptly pay avoidance of doubt, subject to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify terms of this Agreement, (i) the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of may request a Swingline Loan after receipt by such from one Swingline Lender of without having to make a request for a Swingline Loan from the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such other Swingline Lender, as their interests and (ii) outstanding Swingline Loans may appear; provided that any such payment so remitted shall be repaid to in such Swingline Lender or to the Administrative Agent, order as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofmay elect.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower Company from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, Commitment or (y) the outstanding Swingline Loans Dollar Amount of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline Borrowing, the Borrower Company shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, Loan and (iv) the location and number of the BorrowerCompany’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower Company (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower Company (or any other party on behalf of the BorrowerCompany) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans denominated in US Dollars to the Borrower Company and the Borrowing Subsidiaries from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding US$50,000,000, (ii) the total Revolving Credit Exposures exceeding the total Commitments and (iii) in the event the Existing Maturity Date shall have been extended as provided in Section 2.09, the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Swingline Commitment, (y) the outstanding Exposure attributable to Swingline Loans maturing after such Existing Maturity Date exceeding the total Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility CommitmentsLoans; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Swingline Lenders of such request Administrative Agent by telephone (telephone, confirmed promptly by a Swingline Borrowing Request by telecopy) hand delivery or fax, not later than 11:00 a.m.1:00 p.m., New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Loan (which shall be a Business Day), (ii) and the principal amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) . The Administrative Agent will promptly advise the location and number Swingline Lender of the Borrower’s account to which funds are to be disbursedany such notice received by it. Each The Swingline Lender shall make each Swingline Loan available to be made applicable Borrower by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer means of immediately available funds by 3:00 p.m., New York City time, a credit to the general deposit account of such Borrower with the Borrower Swingline Lender (or, in the case of a Swingline Borrowing Loan identified by the applicable Borrower in its notice to be made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Bank identified in such notice) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will be required to participate. Promptly upon following receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph in Swingline Loans is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender further acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the applicable Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Swingline Loan was made, the Required Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02 would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Lender shall have received any such notice, such Swingline Lender shall not have any obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the relevant Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the relevant Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, Commitment or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure Total Outstandings exceeding the total Revolving Facility Aggregate Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay or repay and reborrow Swingline Loans. All Swingline Loans shall be ABR Base Rate Loans under this Agreement. (b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request Loan Notice by telecopy) not later than 11:00 a.m., New York City time 2:00 p.m. on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request Loan Notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day)) of the Swingline Borrowing, (ii) the amount of the requested Swingline Borrowing, Borrowing and (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Loan shall be in a minimum principal amount of $100,000. The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, 4:00 p.m. to the account of requested by the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Borrower. (c) A The Swingline Lender may by written notice (a “Swingline Lender Notice”) given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 12:00 noon on any Business DayDay when Swingline Loans are outstanding, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, funds not later than 2:00 pm on the Business Day specified in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Swingline Lender Notice (and Section 2.06 2.11 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to On the terms and subject to the conditions set forth hereincontained in this Agreement, each the Swingline Lender agrees to make Swingline Loans to the Borrower Borrowers from time to time on any Business Day during the Availability Period in U.S. Dollarsperiod from the Effective Date until the Revolving Credit Termination Date, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans for all Borrowers exceeding the Swingline CommitmentLoan Sublimit, (yii) any Borrower’s Revolving Credit Outstandings exceeding its Revolving Credit Sublimit and (iii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the aggregate Revolving Facility Credit Exposure Outstandings exceeding the total then effective Revolving Facility Credit Commitments; provided provided, that no the Swingline Lender shall not be required to make a Swingline Loan (x) to refinance an outstanding Swingline BorrowingLoan or (y) so long as any Lender is a Defaulting Lender, unless the Swingline Lender is satisfied that it will have no Fronting Exposure after making such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and shall be substantially the form of Exhibit I (Form of Swingline Borrowing Request shall Loan Request) (a “Swingline Loan Request”), be irrevocable and shall specify (i) the requested date (which shall be a Business Day)) of the Swingline Loan, (ii) the amount of the requested Swingline Borrowing, Loan and (iii) the term of whether such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are Loan is to be disburseda Base Rate Loan or a LMIR Loan. If no election as to the Type of Swingline Loan is specified, then the requested Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from such Borrower. The Swingline Lender shall make each Swingline Loan available to be made the applicable Borrower by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by means of a credit or wire transfer of immediately available funds funds, as applicable, to an account of such Borrower designated by such Borrower in writing to the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of a Reimbursement Obligation to the extent permitted by Section 2.12(h), by remittance to the applicable Issuer) by 3:00 p.m., New York City time, to on the account requested date of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan. (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage Ratable Portion of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage Ratable Portion of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, funds to the payment obligations of the Lenders)Administrative Agent, and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the any Borrower (or any other party on behalf of the any Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; , and any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided provided, that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period Period, each Swingline Lender severally agrees to make Swingline Loans, denominated in U.S. Dollarsdollars, to the Borrower in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of the outstanding Swingline Loans exceeding the Swingline Commitment$10,000,000, (yii) the aggregate principal amount of the outstanding Swingline Loans made by such Swingline Lender exceeding the Revolving Commitment of such Swingline Lender exceeding (in its capacity as a Revolving Lender), (iii) such Swingline Lender’s Swingline Commitments Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment or (ziv) the Aggregate Revolving Facility Credit Exposure exceeding the total Aggregate Revolving Facility CommitmentsCommitment; provided that no (A) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan and (B) each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lenders ratably in accordance with the respective Revolving Commitments of the Swingline Lenders (in their capacities as Revolving Lenders). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All The failure of any Swingline Loans Lender to make its ratable portion of a Swingline Loan shall not relieve any other Swingline Lender of its obligations hereunder to make its ratable portion of such Swingline Loan, but no Swingline Lender shall be ABR Loans under this Agreementresponsible for the failure of any other Swingline Lender to make the ratable portion of a Swingline Loan to be made by such other Swingline Lender on the date of any Swingline Loan. (b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) telephone, not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the such proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic imaging to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan. The Administrative Agent will promptly advise the term Swingline Lenders of any such Swingline Loan, and (iv) the location and number of notice received from the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each its ratable portion of the requested Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Borrower by means of a credit to an account of the Borrower maintained with the Administrative Agent for such purpose (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank or, to the extent that the Revolving Lenders have made payments pursuant to Section 2.05(e) to reimburse such Issuing Bank), to such Revolving Lenders and such Issuing Bank as their interests may appear) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) A Any Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding its Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline LenderLenders, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender acknowledges and agrees that, in making any Swingline Loan, each Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Holdings and the Borrower deemed made pursuant to Section 4.03 unless, at least one Business Day prior to the time such Swingline Loan was made, the Majority in Interest of the Revolving Lenders shall have notified such Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.03(a) or 4.03(b) would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event such Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders under this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender Lenders the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable such Swingline LenderLenders. Any amounts received by a Swingline Lender from the Borrower (or any other party Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly by such Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the applicable Swingline LenderLenders, as their interests may appear; provided that any such payment so remitted shall be repaid to such the applicable Swingline Lender Lenders or to the Administrative Agent, as applicable, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of any default in the payment thereofits obligation to repay such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans Loans, in Dollars or any Alternative Currency, to the U.S. Borrower and the Belgian Borrower from time to time during the Revolving Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of the outstanding Swingline Loans exceeding the Swingline Commitment, $40,000,000 or (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate Revolving Facility Credit Exposure exceeding the total Aggregate Revolving Facility CommitmentsCommitment; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower and the Belgian Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline BorrowingLoan, the Borrower Representative shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the proposed Swingline BorrowingLoan. Each such notice and Swingline telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic delivery to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify (i) the requested date (which shall be a Business Day), (ii) and the amount and currency of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, the Borrower and (iv) the location and number of the Borrower’s account to which funds are to be disburseddisbursed or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that has made such LC Disbursement. Each Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise the Swingline Lender of the details thereof. The Swingline Lender shall make each Swingline Loan available to be made the U.S. Borrower or the Belgian Borrower, as applicable, by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by means of a wire transfer of immediately available funds to the account specified in such Borrowing Request or to the applicable Issuing Bank, as the case may be, by 3:00 2:00 p.m., New York City time, to on the account requested date of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan. (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount and currency of such the Swingline Loans in which the Revolving Facility Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice (or with respect to Swingline Loans denominated in an Alternative Currency, to the extent notice is provided after 11:00 a.m., Local Time, within one Business Day) as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or LoansSwingline Loans in the currency of such Swingline Loan. Each Revolving Facility Lender acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.03. Each Revolving Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the U.S. Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the U.S. Borrower or the Belgian Borrower (or any other party Person on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the U.S. Borrower or the Belgian Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the applicable Borrower of any default in the payment thereofits obligation to repay such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees agrees, severally and not jointly, at any time and from time to time on and after the Effective Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) on the basis of quoted interest rates (each, a “Quoted Swingline Rate”) furnished by such Swingline Lender from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans (“ABR Swingline Loans”) to any Swingline Borrower bearing interest at a rate equal to the Borrower from time to time during the Availability Period in U.S. Dollars, Alternate Base Rate in an aggregate principal amount at any time (in the case of this clause (ii)) not to exceed such Swingline Lender’s Swingline Commitment; provided, that after giving effect to each Swingline Loan, the Total Facility Exposure shall not exceed the Total Commitment then in effect. The aggregate outstanding that will not result in (x) the aggregate principal amount of outstanding the Quoted Swingline Loans exceeding of any Swingline Lender, when added to the Swingline Commitment, (y) aggregate outstanding principal amount of the outstanding ABR Swingline Loans of such Swingline Lender exceeding Lender, may exceed such Swingline Lender’s Swingline Commitment; provided, that in no event shall the aggregate outstanding principal amount of the Swingline Loans exceed the aggregate Swingline Commitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (z) or an aggregate principal amount equal to the Revolving Facility Credit Exposure exceeding remaining balance of the total Revolving Facility available Swingline Commitments; provided that no ). Each Swingline Lender shall be required to make a the portion of each Swingline Loan to refinance an outstanding be made by it available to any Swingline Borrowing. Within the foregoing limits and subject Borrower by means of a credit to the terms and conditions set forth hereingeneral deposit account of such Swingline Borrower with the Administrative Agent or, with notice to the Administrative Agent, a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans on or after the Effective Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall be ABR Loans under this Agreementterminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein. (b) To request a The relevant Swingline Borrowing, the Borrower shall notify give the Swingline Lenders Administrative Agent telephonic, written or telecopy notice substantially in the form of Exhibit B-5 (in the case of telephonic notice, such request by telephone (notice shall be promptly confirmed by a Swingline Borrowing Request by telecopy) not no later than 11:00 a.m.2:30 p.m., New York City time (or, in the case of a proposed Quoted Swingline Loan, 12:00 noon, New York City time), on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable (subject, in the case of Quoted Swingline Loans, to receipt by the relevant Swingline Borrower of Quoted Swingline Rates acceptable to it) and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan. The Administrative Agent shall promptly advise the Swingline Lenders of any notice received from any Swingline Borrower pursuant to this paragraph (b). In the event that a Swingline Borrower accepts a Quoted Swingline Rate in respect of a proposed Quoted Swingline Loan, and it shall notify the Administrative Agent (ivwhich shall in turn notify the relevant Swingline Lender) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 such acceptance no later than 2:30 p.m., New York City time, to on the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)relevant borrowing date. (c) In the event that any ABR Swingline Loan shall be outstanding for more than five Business Days, the Administrative Agent shall, on behalf of the relevant Swingline Borrower (which hereby irrevocably directs and authorizes the Administrative Agent to act on its behalf), request each Lender, including the Swingline Lenders, to make an ABR Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Percentage of the principal amount of such ABR Swingline Loan. Unless an event described in Article VI, paragraph (f) or (g), has occurred and is continuing, each Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swingline Lenders at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the ABR Swingline Loans. (d) A Swingline Lender that has made an ABR Swingline Loan to a Borrower may at any time and for any reason, so long as Revolving Credit Loans have not been made pursuant to Section 2.6(c) to repay such ABR Swingline Loan as required by said Section, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., 12:00 noon New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding such unrefunded ABR Swingline Loans (the “Unrefunded Swingline Loans”), and each Lender severally, unconditionally and irrevocably agrees that it shall purchase an undivided participating interest in such ABR Swingline Loan in an amount equal to the amount of the Revolving Credit Loan which otherwise would have been made by itsuch Lender pursuant to Section 2.6(c), which purchase shall be funded by the time such Revolving Credit Loan would have been required to be made pursuant to Section 2.6(c). Such notice In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay immediately transfer to the Administrative Agent Agent, for the account of the applicable such Swingline Lender, in immediately available funds, the amount of its participation. Any Lender holding a participation in an Unrefunded Swingline Loan may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the relevant Swingline Borrower to such Revolving Facility Lender by reason thereof as fully as if such Lender had made a Loan directly to such Swingline Borrower in the amount of such participation. (e) Whenever, at any time after any Swingline Lender has received from any Lender such Lender’s Revolving Facility Percentage of participating interest in an ABR Swingline Loan, such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges receives any payment on account thereof, such Swingline Lender will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and agrees funded); provided, however, that its respective in the event that such payment received by such Swingline Lender is required to be returned, such Lender will return to such Swingline Lender any portion thereof previously distributed by such Swingline Lender to it. (f) Notwithstanding anything to the contrary in this Agreement, each Lender’s obligation to acquire participations make the Revolving Credit Loans referred to in Swingline Loans Section 2.6(c) and to purchase and fund participating interests pursuant to this paragraph is Section 2.6(d) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or any Swingline Borrower may have against any Swingline Lender, any Swingline Borrower or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or reduction an Event of Default (other than an Event of Default described in Article VI, paragraph (f) or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds(g), in the same manner as provided case of each Lender’s obligation to make Revolving Credit Loans pursuant to Section 2.6(c)) or the failure to satisfy any of the conditions specified in Section 2.06 with respect Article IV; (iii) any adverse change in the condition (financial or otherwise) of CBS or any of its Subsidiaries; (iv) any breach of this Agreement by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to Loans made by such Revolving Facility Lender any of the foregoing. (and Section 2.06 shall apply, mutatis mutandis, g) Upon written or telecopy notice to the payment obligations Swingline Lenders and to the Administrative Agent, CBS may at any time terminate, from time to time in part reduce, or from time to time (with the approval of the relevant Swingline Lender) increase, the Swingline Commitment of any Swingline Lender. At any time when there shall be fewer than ten Swingline Lenders), CBS may appoint from among the Lenders a new Swingline Lender, subject to the prior consent of such new Swingline Lender and prior notice to the Administrative Agent Agent, so long as at no time shall promptly pay there be more than ten Swingline Lenders. Notwithstanding anything to the applicable contrary in this Agreement, (i) if any ABR Swingline Lender Loans shall be outstanding at the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower time of any participations termination, reduction, increase or appointment pursuant to the preceding two sentences, the Swingline Borrowers shall on the date thereof prepay or borrow ABR Swingline Loans to the extent necessary to ensure that at all times the outstanding ABR Swingline Loans held by the Swingline Lenders shall be pro rata according to the respective Swingline Commitments of the Swingline Lenders and (ii) in no event may the aggregate Swingline Commitments exceed $200,000,000. On the date of any termination or reduction of the Swingline Loan acquired Commitments pursuant to this paragraph (cg), and thereafter payments by the Borrower Swingline Borrowers shall pay or prepay so much of the Swingline Loans as shall be necessary in respect order that, after giving effect to such termination or reduction, (i) the aggregate outstanding principal amount of the ABR Swingline Loans of any Swingline Lender will not exceed the Swingline Commitment of such Swingline Lender and (ii) the aggregate outstanding principal amount of all Swingline Loans will not exceed the aggregate Swingline Commitments. (h) Each Swingline Borrower may prepay any Swingline Loan in whole or in part at any time without premium or penalty; provided, that such Swingline Borrower shall be made to have given the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower written or telecopy notice (or any other party telephone notice promptly confirmed in writing or by telecopy) of such prepayment not later than 10:30 a.m., New York City time, on behalf of the Borrower) in respect of a Swingline Loan after receipt Business Day designated by such Swingline Lender of the proceeds of a sale of participations therein Borrower for such prepayment; and provided, further, that each partial payment shall be remitted promptly in an amount that is an integral multiple of $1,000,000. Each notice of prepayment under this paragraph (h) shall specify the prepayment date and the principal amount of each Swingline Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit such Swingline Borrower to prepay such Swingline Loan (or portion thereof) in the amount stated therein on the date stated therein. All prepayments under this paragraph (h) shall be accompanied by accrued interest on the principal amount being prepaid to the Administrative Agent; any such amounts received by the Administrative Agent date of payment. Each payment of principal of or interest on ABR Swingline Loans shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lenderallocated, as between the Swingline Lenders, pro rata in accordance with their interests may appear; provided that any such payment so remitted shall be repaid to such respective Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofPercentages.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make (i) Domestic Swingline Loans to the Parent Borrower from time to time during the Domestic Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xA) the aggregate principal amount of outstanding Domestic Swingline Loans exceeding the Swingline Commitment, $5,000,000 or (yB) the outstanding Swingline Loans sum of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Domestic Revolving Facility Credit Exposure Exposures exceeding the total Domestic Revolving Facility Commitments and (ii) Multicurrency Swingline Loans to any Borrower from time to time during the Multicurrency Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (A) the aggregate principal amount of outstanding Multicurrency Swingline Loans exceeding $5,000,000 or (B) the sum of the total Multicurrency Revolving Exposures (determined based on Assigned Dollar Values, in the case of Alternative Currency Loans, Alternative Currency Letters of Credit and Alternative Currency LC Disbursements) exceeding the total Multicurrency Revolving Commitments; , provided that no that, in each case, the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementmade in Dollars. (b) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) whether such requested Swingline Loan will be a Domestic Swingline Loan or a Multicurrency Swingline Loan, the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan. The Administrative Agent will promptly advise the term Swingline Lender of any such Swingline Loan, and (iv) notice received from the location and number of the Borrower’s account to which funds are to be disbursedBorrowers. Each The Swingline Lender shall make each Swingline Loan available to be made the applicable Borrower by it hereunder in accordance with Section 2.02(a) on means of a credit to the proposed date thereof by wire transfer general deposit account of immediately available funds by 3:00 p.m., New York City timethe applicable Borrower (or if such Borrower does not have such an account, to the general deposit account of the Borrower Parent Borrower) with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, Day require (i) the Domestic Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Domestic Swingline Loans made by itoutstanding and (ii) the Multicurrency Revolving Lenders to acquire participations on such Business Day in all or a portion of the Multicurrency Swingline Loans outstanding. Such notice shall specify the aggregate amount of such Domestic Swingline Loans in which Domestic Revolving Lenders will participate and the aggregate amount of Multicurrency Swingline Loans in which Multicurrency Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Domestic Revolving Lender in the case of any such Lendernotice relating to Domestic Swingline Loans and each Multicurrency Revolving Lender in the case of any such notice relating to Multicurrency Swingline Loans, specifying in such notice such Lender’s Revolving Facility 's Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility 's Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by 42 36 wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower Borrowers (or any other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the applicable Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Borrowers of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (yii) the aggregate amount of Swingline Loans, Letters of Credit and Revolving Facility Loans outstanding Swingline Loans of such issued by the Swingline Lender exceeding such the Swingline Lender’s Swingline Commitments Revolving Facility Commitment or (ziii) the Revolving Facility Credit Exposure of the applicable Class exceeding the total Revolving Facility CommitmentsCommitments of such Class; provided provided, that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All For the avoidance of doubt, Swingline Loans shall will not be ABR Loans under this AgreementSustainability Loans. (b) To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) electronic means if requested by the Administrative Agent or the Swingline Lender), not later than 11:00 a.m.2:00 p.m., New York City time Local Time, on the day of the a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day), ) and (ii) the amount of the requested Swingline Borrowing, (iii) . The Swingline Lender shall consult with the term Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan. The Swingline Lender and the Borrower shall agree upon the interest rate applicable to such Swingline Loan; provided, and (iv) that if such agreement cannot be reached prior to 2:00 p.m., Local Time, on the location and number day of such proposed Swingline Loan, then such Swingline Loan shall bear interest at the Borrower’s account to which funds are to be disbursedDaily Simple SOFR Rate plus the Applicable Margin for Term Benchmark Loans plus 0.50%. Each Any funding of a Swingline Loan by the Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the Borrower identified by the Borrower to the Swingline Lender (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of the outstanding Swingline Loans exceeding $50,000,000, (ii) the aggregate principal amount of outstanding Swingline Loans of any Swingline Lender exceeding the Swingline Commitment of such Swingline Lender, (iii) the Revolving Credit Exposure of any Lender exceeding its Commitment, (yiv) the outstanding sum of the Revolving Credit Exposures of all the Lenders exceeding the sum of the Commitments of all the Lenders or (v) the sum of the Swingline Exposure attributable to Swingline Loans maturing after any Existing Maturity Date and the LC Exposure attributable to Letters of Credit expiring after such Existing Maturity Date exceeding the sum of the Commitments that shall have been extended to a date after the latest maturity date of such Swingline Lender exceeding Loans and the latest expiration date of such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility CommitmentsLetters of Credit; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the Swingline Commitments of the Swingline Lenders are several and no Swingline Lender shall be responsible for any other Swingline Lender’s failure to make Swingline Loans shall be ABR Loans under this Agreementas required. (b) To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and each applicable Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.2:30 p.m., New York City time time, on the day of the proposed Swingline Borrowing. Each such notice and Swingline telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and each applicable Swingline Lender and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify (i) the Swingline Lender or Swingline Lenders that are requested to provide the requested Swingline Borrowing, the requested date (which shall be a Business Day), (ii) and the amount of the requested Swingline Borrowing, (iii) the term of such Loan to be made by each Swingline Loan, Lender and (iv) the location and number of the Borrower’s account of the Borrower to which funds are to be disburseddisbursed or, in the case of any Swingline Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), the identity of the Issuing Bank that has made such LC Disbursement. Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Swingline Lender of the details thereof and of the amount of such Swingline Lender’s Swingline Loan to be made as part of the requested Swingline Borrowing. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on available to the proposed date thereof Borrower by means of a wire transfer of immediately available funds to the account specified in such Borrowing Request or to the applicable Issuing Bank, as the case may be, by 3:00 4:00 p.m., New York City time, to on the account requested date of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan. (c) A Any Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 p.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itsuch Swingline Lender. Such notice shall specify the aggregate amount of the Swingline Loans made by such Swingline Loans Lender in which the Revolving Facility Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that, in making any Swingline Loan, each Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.03. Each Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a any Swingline Lender from the Borrower (or any other party Persons on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of its obligations to repay such Swingline Loan. (d) From time to time, the Borrower may by notice to the Administrative Agent and the Lenders designate as additional Swingline Lenders one or more Lenders or Affiliates of a Lender or Lenders that agree to serve in such capacity as provided below. The acceptance by a Lender or such Affiliate of any default appointment as a Swingline Lender hereunder shall be evidenced by a written agreement among the Borrower, the Administrative Agent and such accepting Lender or Affiliate, which shall set forth the Swingline Commitment of such Lender or Affiliate, and, from and after the effective date of such agreement, (i) such Lender or Affiliate shall have all the rights and obligations of a Swingline Lender under this Agreement and the other Loan Documents and (ii) references herein and in the payment thereofother Loan Documents to the term “Swingline Lender” shall be deemed to include such Lender or Affiliate in its capacity as a Swingline Lender.

Swingline Loans. (ai) Subject to to, and upon the terms and conditions set forth contained herein, each Swingline Lender agrees to may, in its sole discretion, make Swingline Loans in U.S. Dollars by way of U.S. Base Rate Loans to the Borrower from time to time during from the Availability Period in U.S. DollarsClosing Date to, in an aggregate principal but not including, the Maturity Date; provided, that (i) after giving effect to any amount at any time outstanding that will requested, the Revolving Loan Outstandings shall not result in exceed the Revolving Loan Commitment and (xii) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested) shall not exceed the Swingline Commitment. Notwithstanding any provision herein to the contrary, (y) Swingline Lender and Borrower may agree that the outstanding Swingline Facility may be used to automatically draw and repay Swingline Loans of such (subject to the limitations set forth herein) pursuant to cash management arrangements between Borrower and Swingline Lender exceeding such (the “Sweep Arrangement”). Principal and interest on Swingline Lender’s Swingline Commitments or (z) Loans deemed requested pursuant to the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender Sweep Arrangement shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject paid pursuant to the terms and conditions agreed to between Borrower and Swingline Lender (without any deduction, setoff or counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 3.1(h) and any other provision hereof with respect to the timing or amount of payments on the Swingline Loans (other than the requirement that the Swingline Loans be repaid in full on the Maturity Date set forth herein) shall not be applicable to Swingline Loans made and prepaid pursuant to the Sweep Arrangement. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, on the Maturity Date, the outstanding balance of the Swingline Loans (including principal, accrued and unpaid interest and other amounts due and payable with respect thereto) shall be due and be payable and the Swingline Commitment shall terminate. Swingline Loans may be made automatically through the Credit Sweep Option under Swingline Lender’s Stagecoach Sweep® Service subject to the additional terms and conditions set forth in Swingline Lender’s standard documentation for such service as agreed to by Borrower. (ii) Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of Borrower may borrow(which hereby irrevocably directs Swingline Lender to act on its behalf), prepay by written notice given no later than 11:00 a.m. (New York time) on any Business Day request each Revolving Lender to make, and reborrow each Revolving Lender hereby agrees to make, a Revolving Loan as a U.S. Base Rate Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Revolving Loan Commitment of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to Agent in immediately available funds at Agent’s Office not later than 1:00 p.m. (New York time) on the day specified in such notice. The proceeds of such Revolving Loans shall be immediately made available by Agent to Swingline Lender for application by Swingline Lender to the repayment of the Swingline Loans. All No Revolving Lender’s obligation to fund its respective Pro Rata Share of the Revolving Loan Commitment of a Swingline Loans Loan shall be ABR Loans under this Agreementaffected by any other Revolving Lender’s failure to fund its Pro Rata Share of the Revolving Loan Commitment of a Swingline Loan, nor shall any Revolving Lender’s Pro Rata Share of the Revolving Loan Commitment be increased as a result of any such failure of any other Revolving Lender to fund its Pro Rata Share of the Revolving Loan Commitment of a Swingline Loan. (biii) To request a Swingline Borrowing, the Borrower shall notify the pay to Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.Lender on demand, New York City time and in any event on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day)Maturity Date, (ii) in immediately available funds the amount of such Swingline Loans to the extent amounts received from Revolving Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, Borrower irrevocably authorizes Agent to charge any account (other than fiduciary accounts as to which a Credit Party is acting as fiduciary for another Person who is not a Credit Party and payroll or trust fund accounts) maintained by Borrower with Swingline Borrowing, Lender (iiiup to the amount available therein) in order to immediately pay Swingline Lender the term amount of such Swingline LoanLoans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to Swingline Lender shall be recovered by or on behalf of Borrower from Swingline Lender in an Insolvency Proceeding or otherwise, and the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in accordance with their respective Pro Rata Share of the Revolving Loan Commitment. (iv) If for any reason any Swingline Loan cannot be refinanced with a Revolving Loan pursuant to Section 2.1(c)(ii), each Revolving Lender shall, on the location and number date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.1(c)(ii), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to Swingline Lender an amount (the “Swingline Participation Amount”) equal to such Revolving Lender’s Pro Rata Share of the Borrower’s account to which funds are to be disbursedRevolving Loan Commitment of the aggregate principal amount of Swingline Loans then outstanding. Each Revolving Lender will immediately transfer to Swingline Lender, in immediately available funds, the amount of its Swingline Participation Amount. Whenever, at any time after Swingline Lender shall make each has received from any Revolving Lender such Revolving Lender’s Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) Participation Amount, Swingline Lender receives any payment on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower Swingline Loans, Swingline Lender will distribute to such Revolving Lender its Swingline Participation Amount (orappropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Revolving Lender’s Pro Rata Share of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Borrowing made Loans then due); provided that in the event that such payment received by Swingline Lender is required to finance the reimbursement of a be returned, such Revolving L/C Disbursement as provided in Section 2.05(e), Lender will return to Swingline Lender any portion thereof previously distributed to it by remittance to the applicable Issuing Bank)Swingline Lender. (cv) A Swingline Lender may by written notice given Each Revolving Lender’s obligation to make the Administrative Agent (Revolving Loans referred to in Section 2.1(c)(ii) and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans purchase participating interests pursuant to this paragraph is Section 2.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or Borrower may have against Swingline Lender, Borrower or any other Person for any reason whatsoever, including (B) the occurrence and or continuance of a Default or reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Article 4, and that each such payment shall be made without (C) any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, adverse change in the same manner as provided in Section 2.06 with respect condition (financial or otherwise) of any Credit Party, (D) any breach of this Agreement or any other Financing Agreement by any Credit Party or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to Loans made any of the foregoing. (vi) If any Revolving Lender fails to make available to Agent, for the account of Swingline Lender, any amount required to be paid by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, pursuant to the payment obligations foregoing provisions of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments Section 2.1(c) by the Borrower time specified in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (Section 2.1(c)(ii) or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent2.1(c)(iv), as applicable, if and Swingline Lender shall be entitled to recover from such Revolving Lender (acting through Agent), on demand, such amount with interest thereon for the extent period from the date such payment is required to be refunded the date on which such payment is immediately available to Swingline Lender at a rate per annum equal to the Borrower for applicable Federal Funds Rate, plus any reasonadministrative, processing or similar fees customarily charged by Swingline Lender in connection with the foregoing. The purchase If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Revolving Loan or Swingline Participation Amount, as the case may be. A certificate of participations in a Swingline Loan pursuant Lender submitted to any Revolving Lender (through Agent) with respect to any amounts owing under this paragraph clause (vi) shall not relieve the Borrower of any default in the payment thereofbe conclusive absent manifest error.

Swingline Loans. (a) i. Subject to the terms and conditions set forth hereinhereof, each the Swingline Lender agrees to make Swingline Loans available a portion of the credit accommodations otherwise available to Borrower under the Borrower Revolving Credit Facility from time to time during prior to the Availability Period in U.S. DollarsMaturity Date for the Revolving Credit Facility by making swingline loans (each a “Swingline Loan” and, in an aggregate principal amount at any time outstanding collectively, the “Swingline Loans”) to the Borrowers; provided that will not result in (xa) the aggregate principal amount of outstanding Swingline Loans exceeding outstanding at any time shall not exceed the Swingline CommitmentLoan Commitment then in effect, (yb) the outstanding Borrowers shall not request, and the Swingline Loans Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Lender exceeding such Swingline Lender’s Swingline Loan, the aggregate amount of the available Revolving Credit Commitments or would be less than zero, and (zc) the Revolving Facility Credit Exposure exceeding Borrowers shall not use the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a proceeds of any Swingline Loan to refinance an any then outstanding Swingline BorrowingLoan. Within The Borrowers may use the foregoing limits Swingline Commitment by borrowing, repaying and subject to reborrowing, all in accordance with the terms and conditions set forth hereinhereof. To the extent not otherwise required by the terms hereof to be repaid prior thereto, the Borrowers shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Maturity Date for the Revolving Credit Facility. ii. Whenever the Borrowers desire that the Swingline Lender make a Swingline Loan, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans Representative shall be ABR Loans under this Agreement. (b) To request a Swingline Borrowing, the Borrower shall notify deliver to the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) Lender not later than 1:00 p.m. Eastern time (11:00 a.m.a.m. Mountain time, New York City time 10:00 a.m. Pacific time), on the day proposed Borrowing date of the proposed such Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify Loan) a Loan Advance Request, specifying (i) the amount to be borrowed, (ii) the requested Borrowing date of such Swingline Loan (which shall be a Business DayDay prior to the Maturity Date for the Revolving Credit Facility), and (iiiii) instructions for the remittance of the proceeds of such Swingline Loan. Promptly thereafter, on the Borrowing date specified in the Loan Advance Request for a Swingline Loan, the Swingline Lender shall make available to the Borrowers an amount in immediately available funds equal to the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made either by it hereunder (A) crediting such amount to the Borrowers’ operating account at East West Bank or (B) wire transfer of such amount in accordance with instructions provided to (and reasonably acceptable to) the Swingline Lender by the Borrower Representative. Unless a Swingline Loan is sooner refinanced by a Revolving Credit Loan pursuant to Section 2.02(a2.01(c)(iii), the Borrowers shall repay each Swingline Loan no later than ten (10) Business Days after the making of such Swingline Loan. iii. The Administrative Agent, on behalf of Swingline Lender, at least weekly (or on any more frequent basis as the Administrative Agent elects or as the Swingline Lender may request) shall, on telephonic notice given by the Administrative Agent no later than 11:00 a.m. Pacific time, and promptly confirmed in writing, request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan, in an amount equal to such Revolving Credit Lender’s Applicable Percentage of the Revolving Credit Commitments times the aggregate principal amount of the Swingline Loans (each a “Refunded Swingline Loan”) outstanding on the proposed date thereof by wire transfer of such notice, to repay the Swingline Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent in immediately available funds by 3:00 funds, not later than 1:00 p.m., New York City Pacific time, on the date of such notice. The proceeds of such Revolving Credit Loan shall immediately be made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loan. The Borrowers irrevocably authorize the Swingline Lender to charge the Borrowers’ operating account with East West Bank (up to the amount available in such account) immediately to pay the amount of any Refunded Swingline Loan to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full such Refunded Swingline Loan. iv. If prior to the time that the Borrowers have repaid a Swingline Loan pursuant to Section 2.01(c)(ii) or a Revolving Credit Advance has been made pursuant to Section 2.01(c)(iii), one of the events described in Section 8.01(e) shall have occurred or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.01(c)(iii), each Revolving Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.01(c)(iii) or on the date requested by the Swingline Lender (with at least one Business Day’s notice to the Revolving Credit Lenders), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Loan Participation Amount”) equal to (i) such Revolving Credit Lender’s Applicable Percentage of the Revolving Credit Commitments times (ii) the aggregate principal amount of the outstanding Swingline Loans that were to have been repaid with such Revolving Credit Loans. v. Whenever, at any time after the Swingline Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Borrower Swingline Loans, the Swingline Lender will distribute to such Revolving Credit Lender its Swingline Participation Amount (orappropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Revolving Credit Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Borrowing made Loans then due); provided that in the event that such payment received by the Swingline Lender is required to finance the reimbursement of a be returned, such Revolving L/C Disbursement as provided in Section 2.05(e), by remittance Credit Lender will return to the applicable Issuing Bank)Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loansvi. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Credit Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations make the Revolving Credit Loans referred to in Swingline Loans Section 2.01(c)(iii) and to purchase participating interests pursuant to this paragraph is Section 2.01(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default (i) any setoff, counterclaim, recoupment, defense or reduction or termination of the Commitments, and other right that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Credit Lender (and Section 2.06 shall apply, mutatis mutandis, to or the payment obligations of Borrowers may have against the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from , the Borrower (Borrowers or any other party on behalf Person for any reason whatsoever, (ii) the occurrence of an Event of Default or the failure to satisfy any of the Borrowerother conditions specified in Article IV, (iii) any adverse change in respect of a Swingline Loan after receipt by such Swingline Lender the condition (financial or otherwise) of the proceeds Borrowers, (iv) any breach of a sale of participations therein shall be remitted promptly to the Administrative Agent; this Agreement or any such amounts received other Loan Document by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Borrowers or any other Lender, as their interests may appear; provided that or (v) any such payment so remitted shall be repaid other circumstance, happening or event whatsoever, whether or not similar to such Swingline Lender or to any of the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. DollarsCommitment Period; provided, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested), shall not exceed the lesser of (i) the Aggregate Revolving Credit Commitments less the sum of all outstanding Revolving Credit Loans and the LC Obligations and (ii) the Swingline Commitment, (y) ; provided further that the outstanding Swingline Loans of such Swingline Lender exceeding will not make a Swingline Loan from and after the date which is one (1) day after it has received written notice from the Borrower or any Revolving Credit Lender that one or more of the applicable conditions to Credit Extensions specified in Section 4.02 is not then satisfied until such Swingline Lender’s Swingline Commitments conditions are satisfied or waived in accordance with the provisions of this Agreement (z) and the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required entitled to make a conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The aggregate amount of Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and Loans in any Borrowing shall not be subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementa minimum amount or increment. (b) To request Swingline Loans shall be refunded by the Revolving Credit Lenders on demand by the Swingline Lender. Such refundings shall be made by each Revolving Credit Lender in accordance with its Applicable Percentage and shall thereafter be reflected as Revolving Credit Loans of the Revolving Credit Lenders on the books and records of the Administrative Agent. Each Revolving Credit Lender shall fund its Applicable Revolving Credit Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its Applicable Revolving Credit Percentage of a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request Loan shall be irrevocable and shall specify (i) the requested date (which shall be affected by any other Revolving Credit Lender’s failure to fund its Applicable Revolving Credit Percentage of a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number nor shall any Revolving Credit Lender’s Applicable Percentage be increased as a result of the Borrower’s account any such failure of any other Revolving Credit Lender to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case fund its Applicable Percentage of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan. (c) A The Borrower shall pay to the Swingline Lender may the amount of each Swingline Loan (unless such Swingline Loan is fully refunded by written notice given the Revolving Credit Lenders pursuant to Section 2.02(b)), on demand and in no event later than the Revolving Credit Maturity Date. In addition, the Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (and up to the other amount available therein) in order to immediately pay the Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require Lender the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans Loans. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in which bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Facility Credit Lenders will participate. Promptly upon receipt in accordance with their Applicable Revolving Credit Percentages (unless the amounts so recovered by or on behalf of such notice, the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent will give has received notice thereof in the manner required pursuant to each Section 10.02 and which such LenderEvent of Default has not been waived by the Majority Lenders or the Lenders, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. as applicable). (d) Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Credit Lender acknowledges and agrees that its respective obligation to acquire participations in refund Swingline Loans pursuant to in accordance with the terms of this paragraph Section 2.02 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination including, without limitation, non-satisfaction of the Commitmentsconditions set forth in Article IV. Further, each Revolving Credit Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.02, one of the events described in subsections (j)(i), (j)(ii) or (j)(iii) of Section 8.01 shall have occurred, each Revolving Credit Lender will, on the date the applicable Revolving Credit Loan would have been made, purchase an undivided, irrevocable and unconditional participating interest in the Swingline Loans to be refunded in an amount equal to its Applicable Revolving Credit Percentage of the aggregate amount of such payment shall be made without any offset, abatement, withholding or reduction whatsoeverSwingline Loans. Each Revolving Facility Credit Lender shall comply with its obligation under this paragraph by wire will immediately transfer of to the Swingline Lender, in immediately available funds, the amount of its participation, and upon receipt thereof, the Swingline Lender will deliver to such Revolving Credit Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the same manner as provided in Section 2.06 with respect case of interest payments, to Loans made by reflect the period of time during which such Revolving Facility Lender (Credit Lender’s participating interest was outstanding and funded). Notwithstanding the foregoing provisions of this Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders2.02(d), and the Administrative Agent shall promptly pay to the applicable Swingline a Revolving Credit Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant no obligation to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in refund a Swingline Loan pursuant to this paragraph Section 2.02(b) if (i) a Default shall exist at the time such refunding is requested by the Swingline Lender, (ii) such Default had occurred and was continuing at the time such Swingline Loan was made by the Swingline Lender and (ii) such Revolving Credit Lender notified the Swingline Lender in writing, not relieve less than one Business Day prior to the Borrower making by the Swingline Lender of any default in the payment thereofsuch Swingline Loan, that such Default has occurred and is continuing and that such Revolving Credit Lender will not refund Swingline Loans made while such Default is continuing.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender hereby agrees to make Swingline Loans under any Revolving Facility in Dollars to the Borrower from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments Commitment or (zii) the Revolving Facility Credit Exposure of the applicable Class exceeding the total Revolving Facility CommitmentsCommitments of such Class; provided provided, that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingBorrowing and the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by the making of such Swingline Loan may have, Fronting Exposure. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) Request), not later than 11:00 a.m.2:00 p.m., New York City time Local Time, on the day of the a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day), ) and (ii) the amount of the requested Swingline Borrowing, (iii) . The Swingline Lender shall consult with the term Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 4:00 p.m., New York City timeLocal Time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Borrower. (c) A The Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time Local Time, on any Business Day, require the Revolving Facility Lenders under the applicable Revolving Facility to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itit under such Revolving Facility. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, promptly upon receipt of notice as provided aboveabove (and in any event, if such notice is received by 12:00 noon, Local Time, on a Business Day no later than 2:00 p.m. Local Time on such Business Day and if received after 12:00 noon, Local Time, on a Business Day, no later than 12:00, noon, Local Time on the immediately succeeding Business Day), to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the any Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided provided, that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans denominated in US Dollars to the Borrower Borrowers from time to time during the Revolving Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of the outstanding Swingline Loans exceeding the Swingline US$40,000,000, (ii) any Lender’s US Tranche Revolving Exposure exceeding such Lender’s US Tranche Revolving Commitment, (yiii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate US Tranche Revolving Facility Credit Exposure exceeding the total Aggregate US Tranche Revolving Facility CommitmentsCommitment, (iv) any Lender’s European Tranche Revolving Exposure exceeding such Lender’s European Tranche Revolving Commitment or (v) the Aggregate European Tranche Revolving Exposure exceeding the Aggregate European Tranche Revolving Commitment; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline BorrowingLoan, the Borrower applicable Borrower, or Parent on its behalf, shall notify the Swingline Lenders Administrative Agent of such request by telephone (promptly confirmed by Electronic Communication of a Swingline written Borrowing Request signed by telecopythe applicable Borrower, or by Parent on its behalf) not later than 11:00 a.m.2:00 p.m., New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice telephonic and Swingline written Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) and the amount of the requested Swingline BorrowingLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from, (iii) the term of such Swingline Loanor on behalf of, and (iv) the location and number of the a Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the applicable Borrower by means of a credit to the general deposit account of such Borrower with the Borrower Swingline Lender (or, in the case of a Swingline Borrowing Loan requested to be made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the account of the applicable Issuing Bank)Bank identified in such Borrowing Request) by 3:30 p.m., New York City time, on the requested date of such Swingline Loan. (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate principal amount of such the Swingline Loans in which the Revolving Facility Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Combined Tranche Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, promptly upon receipt of notice as provided aboveabove (and in any event, to pay if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Combined Tranche Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of each Borrower deemed made pursuant to Section 4.02, unless, at least two Business Days prior to the time such Swingline Loan was made, the Majority in Interest of the Revolving Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02 would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the a Borrower (or any other party Person on behalf of the a Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the a Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the a Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Applicable Swingline Lender agrees to make Global Tranche Swingline Loans and US/Canadian Tranche Swingline Loans to the Borrower Company, any US Borrowing Subsidiary or any Canadian Borrowing Subsidiary denominated in US Dollars or, in the case of Swingline Loans to Canadian Borrowing Subsidiaries, Canadian Dollars from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the sum of the US Dollar Equivalents of the principal amounts of the outstanding Swingline Loans exceeding US$150,000,000, (ii) the aggregate principal amount of outstanding the Swingline Loans denominated in Canadian Dollars exceeding Cdn.$100,000,000, (iii) the aggregate Global Tranche Revolving Credit Exposures exceeding the Swingline aggregate Global Tranche Commitments, (iv) the Global Tranche Revolving Credit Exposure of any Lender exceeding its Global Tranche Commitment, (yv) the outstanding Swingline Loans of such Swingline Lender aggregate US/Canadian Tranche Revolving Credit Exposures exceeding such Swingline Lender’s Swingline the aggregate US/Canadian Tranche Commitments or (zvi) the US/Canadian Tranche Revolving Facility Credit Exposure of any Lender exceeding the total Revolving Facility Commitmentsits US/Canadian Tranche Commitment; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company, the US Borrowing Subsidiaries and the Canadian Borrowing Subsidiaries may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Applicable Agent (with a copy to the Administrative Agent if the Applicable Agent shall be the Canadian Agent) and the Applicable Swingline Lenders Lender of such request by telephone (confirmed by telecopy signed by a Swingline Borrowing Request by telecopy) Financial Officer on behalf of the applicable Borrower), not later than 11:00 a.m.2:00 p.m., New York City time Local Time, on the day of the such proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of Loan and whether such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are Loan is to be disburseda Global Tranche Swingline Loan or a US/Canadian Tranche Swingline Loan. Each The Applicable Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account applicable Borrower by means of a credit to the Borrower Applicable Funding Account (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan. (c) A Either Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day (i) require the Revolving Facility Global Tranche Lenders to acquire participations on such Business Day in all or a portion of the outstanding Global Tranche Swingline Loans made by itof such Swingline Lender outstanding or (ii) require the US/Canadian Tranche Lenders to acquire participations on such Business Day in all or a portion of the US/Canadian Tranche Swingline Loans of such Swingline Lender outstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Global Tranche Lenders or US/Canadian Tranche Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Global Tranche Lender or US/Canadian Tranche Lender, as the case may be, specifying in such notice such Lender’s Revolving Facility Global Tranche Percentage or US/Canadian Tranche Percentage, as applicable, of such Swingline Loan or Loans. Each Revolving Facility Global Tranche Lender and US/Canadian Tranche Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable such Applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Global Tranche Percentage or US/Canadian Tranche Percentage, as applicable, of such Swingline Loan or Loans. Each Revolving Facility Global Tranche Lender and US/Canadian Tranche Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Global Tranche Commitments or US/Canadian Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Global Tranche Lender and US/Canadian Tranche Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Global Tranche Lenders and US/Canadian Tranche Lenders), and the Administrative Agent shall promptly pay to the applicable Applicable Swingline Lender the amounts so received by it from the Revolving Facility Global Tranche Lenders or US/Canadian Tranche Lenders, as the case may be. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Applicable Agent and not to the applicable Swingline Lender. Any amounts received by a either Swingline Lender from the Borrower (or any other party on behalf of the Borrower) applicable Borrower in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Applicable Agent; any such amounts received by the Administrative Applicable Agent shall be promptly remitted promptly by the Administrative Applicable Agent to the Revolving Facility Global Tranche Lenders or US/Canadian Tranche Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Applicable Agent, as applicablethe case may be, if and to the extent such payment is required to be refunded to the Borrower a Loan Party for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof.

Swingline Loans. (ai) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time on any Business Day during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, $25,000,000 or (y) the outstanding Swingline Loans sum of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Revolving Facility Credit Exposure exceeding the total Revolving Facility CommitmentsTotal Commitment; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All . (ii) On the First Amendment Closing Date to the Maturity Date of the Tranche A Commitments, the participations in any Swingline Loans shall be ABR allocated in accordance with the aggregate Commitments (including both Tranche A Commitments and Tranche B Commitments); provided that notwithstanding the foregoing, participations in any Swingline Loans under this Agreementthat are made on or after the fifth Business Day prior to the Maturity Date for the Tranche A Commitments shall be allocated to the Tranche B Revolving Lenders ratably in accordance with their Tranche B Commitments. On the Maturity Date of the Tranche A Commitments, the participations in the outstanding Swingline Loans of the Tranche A Revolving Lenders shall be reallocated to the Tranche B Revolving Lenders ratably in accordance with their Tranche B Commitments but in any case, only to the extent the sum of the participations in the outstanding Swingline Loans of the Tranche A Revolving Lenders and Tranche B Revolving Lenders does not exceed the total Tranche B Commitments. (iii) If the reallocation described in clause (ii) above cannot, or can only partially, be effected as a result of the limitations set forth herein, the Borrower shall, within one Business Day, repay Swingline Loans the participation interests in which cannot be reallocated pursuant to clause (ii) above. (b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 p.m. (Houston time), New York City time on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan. The Administrative Agent will promptly advise the term Swingline Lender of any such Swingline Loan, and (iv) the location and number of notice received from the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C Disbursement drawing under a Letter of Credit as provided in Section 2.05(e2.04(e), by remittance to the applicable Issuing Bank)) by 2:00 p.m. (Houston time) on the requested date of such Swingline Loan. (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 9:00 a.m. (Houston time) on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders Lender will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or LoansLoans (the “Swingline Participation Amount”). Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.05 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make loans (each a “Swingline Loans Loan”) in U.S. Dollars to each Borrower, in each case for the Borrower account of a Related Fund of such Borrower, from time to time during the Availability Period in U.S. Dollars, period from the Effective Date through the tenth Business Day immediately preceding the Applicable Commitment Termination Date in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, provided that immediately after giving effect thereto, (yi) the outstanding Revolving Loans and the Swingline Loans Exposure of such the Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or will not exceed its Commitment, (zii) the Revolving Facility Credit Exposure exceeding Total Loan Balance will not exceed the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline aggregate Commitments and (iii) such Related Fund will not have exceeded its Maximum Permitted Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the each Borrower may borrow, prepay and reborrow Swingline Loans. All Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan if (i) prior thereto or simultaneously therewith no Borrower shall have borrowed Revolving Loans, (ii) any Lender shall be in default of its obligations under this Credit Agreement or (iii) any Lender shall have notified the Swingline Lender and the Borrowers in writing at least one Business Day prior to the borrowing date with respect to such Swingline Loan, that the conditions set forth in Section 5.2 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan, and the Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Swingline Loans will be made available to the Borrowers on a first come, first served basis, provided that if the amount of Swingline Loans which one or more Borrowers would otherwise request on behalf of their respective Related Funds on the same Business Day would exceed the then available Swingline Commitment, (i) such Borrower or Borrowers will apportion the available Swingline Commitment among such Funds and such Borrower or Borrowers shall notify the Administrative Agent and the Swingline Lender of such apportionment and (ii) the Swingline Lender shall not be obligated to make any such Swingline Loan or Swingline Loans until such Borrower or Borrowers have notified the Administrative Agent and the Swingline Lender of the apportionment as set forth in clause (i) of this sentence. Each Swingline Loan, together with all interest thereon, shall be ABR Loans under this Agreementdue and payable on the Maturity Date therefor. (b) To request a Swingline BorrowingLoan, a Borrower, on behalf of a Related Fund, shall make a telephonic Borrowing Request to the Borrower shall notify Administrative Agent and the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) Lender, not later than 11:00 a.m.12:00 Noon, New York City time time, on the day date of the proposed Swingline BorrowingLoan. Such telephonic Borrowing Request shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent and the Swingline Lender of a duly executed Borrowing Request duly signed by or on behalf of such Borrower. Each such notice telephonic and Swingline written Borrowing Request shall be irrevocable and shall specify specify: (i) if such Borrower then has more than one Related Fund, the Related Fund for whose account such Swingline Loan is being requested, (ii) the requested borrowing date (which shall be a Business Day), (ii) the amount of the requested for such Swingline BorrowingLoan, (iii) the term amount of such Swingline Loan, and which shall be either $500,000 or an integral multiple of $100,000 in excess thereof or, if less, the unused Swingline Commitment, (iv) the location and number requested Swingline Maturity Date of such Swingline Loan, which shall be not later than seven (7) Business Days after the Borrower’s making of such Swingline Loan, (v) the account (which shall be an account subject to the Control Agreement) of such Related Fund with the Custodian to which funds are to be disbursed, and (vi) a reasonably detailed calculation of the Adjusted Asset Coverage and Net Asset Value of such Related Fund on a pro forma basis immediately after giving effect to such Swingline Loan. Each In addition, each such written Borrowing Request shall specify the additional information required by Exhibit D. The Swingline Lender shall will make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) the requested amount available promptly on the proposed date thereof by wire transfer of requested Borrowing Date in immediately available funds by 3:00 p.m., New York City time, to the Administrative Agent (for the account of such Borrower, on behalf of the Borrower (orapplicable Related Fund) and the Administrative Agent, thereupon, will promptly make such amount available to such Borrower, on behalf of the applicable Related Fund, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement like funds as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)therein. (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.3:00 p.m., New York City time time, on any Business Day notify the Administrative Agent that the Swingline Lender is requesting that the Lenders make Revolving Loans in the form of ABR Loans in an amount equal to the outstanding principal balance and accrued interest on the Swingline Loans, in which case (i) the Administrative Agent shall notify each Lender of the details thereof and of the amount, based on its Applicable Percentage, of such Lender’s ABR Loan to be made as part of such ABR Loans and (ii) each Lender shall, whether or not any Default shall have occurred and be continuing, any representation or warranty shall be accurate, any condition to the making of any Revolving Loan hereunder shall have been fulfilled, or any other matter whatsoever, make the ABR Loan to be made by it under this paragraph by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, (A) in the event that such Lender shall have received notice of such ABR Loan prior to 3:30 p.m., New York City time, on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day Day, or (B) in all other events, no later than 1:00 p.m., New York City time, on the Business Day immediately succeeding the Business Day upon which such Lender shall have received such notice. Such ABR Loans shall, for all purposes hereof, be deemed to be Revolving Loans in the form of ABR Loans made pursuant to Section 2.2, and the Lenders obligations to make such ABR Loans shall be absolute and unconditional. The Administrative Agent will make such ABR Loans available to the Swingline Lender by promptly crediting or a portion otherwise transferring the amounts so received, in like funds, to the Swingline Lender for the purpose of repaying in full the outstanding Swingline Loans made and all accrued interest thereon. (d) If any Borrower, on behalf of a Related Fund, fails to make any payment owed by it. Such notice shall specify the aggregate amount it with respect to a Swingline Loan, or if any such sum paid by a Borrower, on behalf of a Related Fund, is required to be refunded to such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such noticeBorrower for any reason, the Administrative Agent will give notice shall notify each applicable Lender of the affected Swingline Loan, the payment then due from or to such Borrower in respect thereof to each such Lender, specifying in such notice and the amount of such Lender’s share thereof based on its Applicable Percentage. Each Lender shall purchase a participation in such Swingline Loan by paying to the Administrative Agent such share (based on its Applicable Percentage) of the payment then due from such Borrower, in the same manner as provided in Section 2.2(b) with respect to Revolving Facility Percentage Loans made by such Lender (and Section 2.2(b) shall apply, mutatis mutandis, to the payment obligations of the applicable Lenders), by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, (A) in the event that such Lender shall have received notice of such payment prior to 3:30 p.m., New York City time, on any Business Day, on such Business Day, or (B) in all other events, no later than 1:00 p.m., New York City time, on the Business Day immediately succeeding the Business Day upon which such Lender shall have received such notice. The Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the applicable Lenders. Promptly following receipt by the Administrative Agent of any payment in respect of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesfrom such Borrower, upon receipt of notice as provided above, to pay to the Administrative Agent for shall distribute such payment to the account of Swingline Lender or, to the applicable extent that Lenders have made payments pursuant to this paragraph to reimburse the Swingline Lender, then to such Revolving Facility Lender’s Revolving Facility Percentage of such Lenders and the Swingline Loan or LoansLender as their interests may appear. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph in respect of Swingline Loans is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, including without limitation Section 2.14., each Swingline Lender severally and not jointly agrees to make Swingline Loans to the Borrower from time to time Borrower, during the Availability Period in U.S. Dollarsperiod from the Effective Date to but excluding the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding that will up to, but not result exceeding, the least (such least amount being referred to as the “Swingline Availability” of a given Swingline Lender) of (i) $100,000,000, as such amount may be reduced from time to time in accordance with the terms hereof, (xii) the difference of (A) the Commitment of such Swingline Lender in its capacity as a Lender minus (B) the aggregate outstanding principal amount of Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Lender, and (iii) upon and following satisfaction of the Initial Mortgage Collateral Requirement, the difference of (A) such Swingline Lender’s Commitment Percentage of the then Net Collateral Property Availability (in its capacity as a Lender) minus (B) the aggregate outstanding principal amount of the Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Lender. If at any time the aggregate principal amount of outstanding the Swingline Loans exceeding made by a Swingline Lender outstanding at such time exceeds the Swingline Commitment, (y) the outstanding Swingline Loans Availability of such Swingline Lender exceeding in effect at such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline Borrowingtime, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of such Swingline Lender the applicable amount of such excess. The borrowing of a Swingline LenderLoan shall constitute usage of the Commitments, in an amount equal to (i) for each Lender other than the Swingline Lender making such Revolving Facility Swingline Loan, each such Lender’s Revolving Facility Percentage Commitment Percentage, multiplied by the outstanding amount of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to ii) for the applicable Swingline Lender making such Swingline Loan, the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect outstanding amount of such Swingline Loan shall be made Loan. Subject to the Administrative Agent terms and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from conditions of this Agreement, the Borrower (or any other party on behalf of the Borrower) in respect of a may borrow, repay and reborrow Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofLoans hereunder.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, including without limitation Section 2.15., each Swingline Lender severally and not jointly agrees to make Swingline Loans to the Borrower from time to time Borrower, during the Availability Period in U.S. Dollarsperiod from the Effective Date to but excluding the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding that will up to, but not result exceeding, the lesser (such lesser amount being referred to as the “Swingline Availability” of a given Swingline Lender) of (i) $18,750,000, (ii) the difference of (A) the commitment of such Swingline Lender in its capacity as a Revolving Lender minus (xB) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Revolving Lender, and (iii) upon and following satisfaction of the Initial Mortgage Collateral Requirement, the difference of (A) such Swingline Lender’s Revolving Commitment Percentage of the then Collateral Property Availability (in its capacity as a Revolving Lender) minus (B) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Revolving Lender. If at any time the aggregate principal amount of outstanding the Swingline Loans exceeding made by a Swingline Lender outstanding at such time exceeds the Swingline Commitment, (y) the outstanding Swingline Loans Availability of such Swingline Lender exceeding at such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline Borrowingtime, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of such Swingline Lender the applicable amount of such excess. The borrowing of a Swingline LenderLoan shall constitute usage of the Revolving Commitments, in an amount equal to (i) for each Revolving Lender other than the Swingline Lender making such Swingline Loan, each such Revolving Facility Lender’s Revolving Facility Percentage Commitment Percentage, multiplied by the outstanding amount of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to ii) for the applicable Swingline Lender making such Swingline Loan, the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect outstanding amount of such Swingline Loan shall be made Loan. Subject to the Administrative Agent terms and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from conditions of this Agreement, the Borrower (or any other party on behalf of the Borrower) in respect of a may borrow, repay and reborrow Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofLoans hereunder.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, (i) each Swingline Dollar Lender agrees to make Swingline Dollar Loans to the any Domestic Swingline Borrower from time to time during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding for all Swingline Dollar Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Dollar Loans made by such Swingline Dollar Lender exceeding the such Swingline Commitment, Dollar Lender’s Swingline Dollar Commitment or (y) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments and (ii) each Swingline Euro Lender agrees to make Swingline Euro Loans to any Foreign Swingline Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding for all Swingline Euro Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Euro Loans of made by such Swingline Euro Lender exceeding such Swingline Euro Lender’s Swingline Commitments Euro Commitment or (zy) the sum of the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Dollar Borrowing or Swingline Euro Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline Dollar Borrowing or Swingline Euro Borrowing, the Borrower Representative, on behalf of the applicable Borrower, shall notify the Administrative Agent and the applicable Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m., New York City time Local Time, on the day of a proposed Swingline Borrowing (or in the case of a Swingline Euro Borrowing, 10:00 a.m. New York time, on the Business Day preceding the date of the proposed Swingline Euro Borrowing). Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the Borrower requesting such Borrowing, (ii) the requested date (which shall be a Business Day), (iiiii) the amount of the requested Swingline BorrowingDollar Borrowing (expressed in Dollars) or Swingline Euro Borrowing (expressed in Euros), (iii) the term of such Swingline Loanas applicable, and (iv) in the location and number case of a Swingline Euro Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by clause (b) of the Borrowerdefinition of the term “Interest Period.” The Administrative Agent shall promptly advise each Swingline Dollar Lender (in the case of a notice relating to a Swingline Dollar Borrowing) or each Swingline Euro Lender (in the case of a notice relating to a Swingline Euro Borrowing) of any such notice received from the Borrower Representative on behalf of a Borrower and the amount of such Swingline Lender’s account to which funds are Swingline Loan to be disbursedmade as part of the requested Swingline Dollar Borrowing or Swingline Euro Borrowing, as applicable. Each Swingline Dollar Lender shall make each Swingline Dollar Loan to be made by it hereunder in accordance with Section 2.02(a2.04(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the Administrative Agent by notice to the Swingline Dollar Lenders. The Administrative Agent will make such Swingline Dollar Loans available to the applicable Domestic Swingline Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the applicable Domestic Swingline Borrower with the Administrative Agent (or, in the case of a Swingline Dollar Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). Each Swingline Euro Lender shall make each Swingline Euro Loan to be made by it hereunder in accordance with Section 2.04(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Swingline Euro Lenders. The Administrative Agent will make such Swingline Euro Loans available to the applicable Foreign Swingline Borrower by (i) promptly crediting the amounts so received, in like funds, to the general deposit account with the Administrative Agent of the applicable Foreign Swingline Borrower most recently designated to the Administrative Agent or (ii) by wire transfer of the amounts received in immediately available funds to the general deposit account of the applicable Foreign Swingline Borrower most recently designated to the Administrative Agent. (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Dollar Lenders or Swingline Euro Lenders, as applicable) not later than 10:00 a.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof. (d) Upon the Restatement Effective Date, the aggregate amount of participations in Swingline Loans held by Revolving Lenders shall be deemed to be reallocated to the Tranche 1 Revolving Lenders and Tranche 2 Revolving Lenders so that participation of the Tranche 1 Revolving Lenders and Tranche 2 Revolving Lenders, respectively, in outstanding Swingline Loans shall be in proportion to their respective Tranche 1 Revolving Commitments and Tranche 2 Revolving Commitments. (e) Upon the Tranche 1 Revolving Facility Maturity Date, the aggregate amount of participations in Swingline Loans held by Tranche 1 Revolving Lenders shall be deemed to be reallocated to the Tranche 2 Revolving Lenders so that participation of the Tranche 2 Revolving Lenders in outstanding Swingline Loans shall be in proportion to such Tranche 2 Revolving Lenders’ Tranche 2 Revolving Commitments; provided, however, that (x) to the extent that the amount of such reallocation would cause the aggregate Tranche 2 Revolving Facility Credit Exposure to exceed the aggregate amount of Tranche 2 Revolving Commitments, immediately prior to such reallocation the amount of Swing Line Loans equal to such excess shall be repaid or Cash Collateralized and (y) there shall be no such reallocation of participations in Swingline Loans to Tranche 2 Revolving Lenders if a Default or Event of Default has occurred and is continuing or if the Loans have been accelerated prior to the Tranche 1 Revolving Facility Maturity Date. (f) If within 5 Business Days of any Lender becoming a Defaulting Lender the reallocation of Revolving Credit Facility Percentages shall not have occurred in accordance with Section 2.26(a)(ii), a Swingline Lender shall not be obligated to make any Swingline Loans unless the Swingline Lender has entered into arrangements satisfactory to it and the Company 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 Cash Collateralizing such Defaulting Lender’s Revolving Facility Percentage of the outstanding Swingline Loans (which Cash Collateralization is deemed so satisfactory) (such arrangements, the “Swingline Back-Stop Arrangements”). If a reallocation of Revolving Credit Facility Percentages shall have occurred in accordance with Section 2.26(a)(ii), and the amount of a proposed Swingline Loan would cause the aggregate Revolving Facility Credit Exposure of all non-Defaulting Lenders to exceed the aggregate Revolving Facility Commitments of all non-Defaulting Lenders, a Swingline Lender shall not be obligated to make such Swingline Loans unless such Swingline Lender has entered into Swingline Back-Stop Arrangements with respect to the amount of such excess.

Swingline Loans. (a) Subject to the terms and conditions herein set forth hereinforth, each (i) the US Swingline Lender agrees to make Swingline Loans loans to the Borrower in US Dollars at any time and from time to time during on or after the Availability Period in U.S. Dollars, Effective Date and until the termination of its US Swingline Commitment in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding all US Swingline Loans exceeding $30,000,000 in the Swingline Commitment, aggregate or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate US Revolving Facility Credit Exposure exceeding the total Total US Revolving Facility CommitmentsCredit Commitment and (ii) the Multicurrency Swingline Lender agrees to make loans to the Borrower in the Available Currency requested by the Borrower at any time and from time to time on or after the Effective Date and until the termination of its Multicurrency Swingline Commitment in an aggregate Principal Amount at any time outstanding that will not result in (x) the Principal Amount of all Multicurrency Swingline Loans exceeding $15,000,000 in the aggregate or (y) the Aggregate Multicurrency Revolving Credit Exposure exceeding the Total Multicurrency Revolving Credit Commitment; provided that notwithstanding the foregoing, no Swingline Lender shall be required obligated to make any US Swingline Loans or Multicurrency Swingline Loans at a time when a US Revolving Credit Lender or Multicurrency Revolving Credit Lender, as the case may be, is a Defaulting Lender, unless such Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of US Swingline Loans or Multicurrency Swingline Loans, as the case may be (which Cash Collateralization may be made with the proceeds of a simultaneous borrowing of additional Swingline Loans incurred from Non-Defaulting Lenders and otherwise in compliance with the provisions of this Section 2.23). Each Swingline Loan shall be in a principal amount not less than the Minimum Applicable Borrowing Amount. Each Swingline Commitment may be terminated or reduced from time to refinance an outstanding Swingline Borrowingtime as provided herein. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans. All Loans hereunder and the Borrower may borrow, pay or prepay and reborrow Multicurrency Swingline Loans shall be ABR Loans under this Agreementhereunder, in each case, subject to the terms, conditions and limitations set forth herein. (b) To request a Swingline Borrowing, the The Borrower shall notify the applicable Swingline Lenders of such request Lender by fax, or by telephone (promptly confirmed by a Swingline Borrowing Request by telecopy) fax), not later than 11:00 a.m., New York City time 1:00 p.m. on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan available to be made the Borrower by it hereunder in accordance with Section 2.02(a) means of a credit to an account designated by the Borrower promptly on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan is so requested. (c) A The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan made to it, in whole or in part, upon giving written or fax notice by the Borrower (or telephone notice promptly confirmed by written, or fax notice) to the relevant Swingline Lender before 1:00 p.m. on the date of prepayment at such Swingline Lender’s address for notices specified in Section 9.01; provided that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Each US Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a). Each Multicurrency Swingline Loan shall be an ABR Loan (if denominated in US Dollars) or a Canadian Prime Rate Loan (if denominated in Canadian Dollars) and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a) or (b), as the case may be. (e) The US Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 11:00 a.m. on any Business Day, Day require the US Revolving Facility Credit Lenders to acquire participations on such Business Day in all or a portion of the outstanding US Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such US Swingline Loans in which the US Revolving Facility Credit Lenders will participate. Promptly The Administrative Agent will, promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such US Revolving Credit Lender, specifying in such notice such Lender’s Revolving Facility Pro Rata Percentage of such US Swingline Loan or LoansLoan. Each In furtherance of the foregoing, each US Revolving Facility Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable US Swingline Lender, such US Revolving Facility Credit Lender’s Revolving Facility Pro Rata Percentage of such US Swingline Loan or LoansLoan. Each US Revolving Facility Credit Lender acknowledges and agrees that its respective obligation to acquire participations in US Swingline Loans pursuant to this paragraph Section 2.23(e) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination an Event of the CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each US Revolving Facility Credit Lender shall comply with its obligation under this paragraph Section 2.23(e) by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.02(c) with respect to US Revolving Loans made by such Revolving Facility Lender (and Section 2.06 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), ) and the Administrative Agent shall promptly pay to the applicable US Swingline Lender the amounts so received by it from the US Revolving Facility Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any US Swingline Loan acquired pursuant to this paragraph (c), Section 2.23(e) and thereafter payments by the Borrower in respect of such US Swingline Loan shall be made to the Administrative Agent and not to the applicable US Swingline Lender. Any amounts received by a the US Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a US Swingline Loan after receipt by such the US Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall and be remitted promptly distributed by the Administrative Agent to the US Revolving Facility Credit Lenders that shall have made their payments pursuant to this paragraph Section 2.23(e) and to such the US Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a US Swingline Loan pursuant to this paragraph Section 2.23(e) shall not relieve the Borrower (or other party liable for obligations of the Borrower) of any default in the payment thereof. (f) The Multicurrency Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m. on any Business Day require the Multicurrency Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Multicurrency Swingline Loans outstanding. Such notice shall specify the aggregate amount (and the relevant currency) of Multicurrency Swingline Loans in which Multicurrency Revolving Credit Lenders will participate. The Administrative Agent will, promptly upon receipt of such notice, give notice to each Multicurrency Revolving Credit Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Multicurrency Swingline Loan. In furtherance of the foregoing, each Multicurrency Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent in the Applicable Currency, for the account of the Multicurrency Swingline Lender, such Multicurrency Revolving Credit Lender’s Pro Rata Percentage of such Multicurrency Swingline Loan. Each Multicurrency Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Multicurrency Swingline Loans pursuant to this Section 2.23(f) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Multicurrency Revolving Credit Lender shall comply with its obligation under this Section 2.23(f) by wire transfer of immediately available funds in the Applicable Currency, in the same manner as provided in Section 2.02(c) with respect to Multicurrency Revolving Loans made by such Lender in the relevant Available Currency (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Multicurrency Revolving Credit Lenders) and the Administrative Agent shall promptly pay to the Multicurrency Swingline Lender the amounts so received by it from the Multicurrency Revolving Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any Multicurrency Swingline Loan acquired pursuant to this Section 2.23(f) and thereafter payments in respect of such Multicurrency Swingline Loan shall be made to the Administrative Agent and not to the Multicurrency Swingline Lender. Any amounts received by the Multicurrency Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Multicurrency Swingline Loan after receipt by the Multicurrency Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent and be distributed by the Administrative Agent to the Multicurrency Revolving Credit Lenders that shall have made their payments pursuant to this Section 2.23(f) and to the Multicurrency Swingline Lender, as their interests may appear. The purchase of participations in a Multicurrency Swingline Loan pursuant to this Section 2.23(f) shall not relieve the Borrower (or other party liable for obligations of the Borrower) of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions herein set forth hereinforth, each the Swingline Lender agrees to make Swingline Loans loans to the Borrower in the Available Currency requested by the Borrower at any time and from time to time during on or after the Availability Period in U.S. Dollars, Effective Date and until the termination of its Swingline Commitment in an aggregate principal amount Principal Amount at any time outstanding that will not result in (x) the aggregate principal amount Principal Amount of outstanding all Swingline Loans exceeding $100,000,000 in the Swingline Commitment, aggregate or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate Revolving Facility Credit Exposure exceeding the total Total Revolving Facility CommitmentsCredit Commitment; provided that notwithstanding the foregoing, no Swingline Lender shall be required obligated to make any Swingline Loans at a time when a Revolving Credit Lender, as the case may be, is a Defaulting Lender, unless such Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of Swingline Loans, as the case may be (which Cash Collateralization may be made with the proceeds of a simultaneous borrowing of additional Swingline Loans incurred from Non-Defaulting Lenders and otherwise in compliance with the provisions of this Section 2.23). Each Swingline Loan shall be in a principal amount not less than the Minimum Applicable Borrowing Amount. Each Swingline Commitment may be terminated or reduced from time to refinance an outstanding Swingline Borrowingtime as provided herein. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementhereunder subject to the terms, conditions and limitations set forth herein. (b) To request a Swingline Borrowing, the The Borrower shall notify the applicable Swingline Lenders of such request Lender by fax, or by telephone (promptly confirmed by a Swingline Borrowing Request by telecopy) fax), not later than 11:00 a.m., New York City time 1:00 p.m. on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan available to be made the Borrower by it hereunder in accordance with Section 2.02(a) means of a credit to an account designated by the Borrower promptly on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan is so requested. (c) A The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan made to it, in whole or in part, upon giving written or fax notice by the Borrower (or telephone notice promptly confirmed by written, or fax notice) to the relevant Swingline Lender before 1:00 p.m. on the date of prepayment at such Swingline Lender’s address for notices specified in Section 9.01; provided that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Each Swingline Loan shall be an ABR Loan (if such Loan is a US Dollar-Denominated Loan) or a Canadian Prime Rate Loan (if such Loan is a Canadian Dollar-Denominated Loan) and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a) or (b), as the case may be. (e) The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 11:00 a.m. on any Business Day, Day require the Revolving Facility Credit Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount (and the relevant currency) of such Swingline Loans in which the Revolving Facility Credit Lenders will participate. Promptly The Administrative Agent will, promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Credit Lender, specifying in such notice such Lender’s Revolving Facility Pro Rata Percentage of such Swingline Loan or LoansLoan. Each In furtherance of the foregoing, each Revolving Facility Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent in the Applicable Currency, for the account of the applicable Swingline Lender, such Revolving Facility Credit Lender’s Revolving Facility Pro Rata Percentage of such Swingline Loan or LoansLoan. Each Revolving Facility Credit Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph Section 2.23(e) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination an Event of the CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Credit Lender shall comply with its obligation under this paragraph Section 2.23(e) by wire transfer of immediately available fundsfunds in the Applicable Currency, in the same manner as provided in Section 2.06 2.02(c) with respect to Revolving Loans made by such Revolving Facility Lender in the relevant Available Currency (and Section 2.06 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), ) and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), Section 2.23(e) and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall and be remitted promptly distributed by the Administrative Agent to the Revolving Facility Credit Lenders that shall have made their payments pursuant to this paragraph Section 2.23(e) and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph Section 2.23(e) shall not relieve the Borrower (or other party liable for obligations of the Borrower) of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.04, to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of the outstanding Swingline Loans exceeding the Swingline Commitment$150,000,000, (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate Revolving Facility Credit Exposure exceeding the total aggregate Revolving Facility CommitmentsCommitments or (iii) any Revolving Lender’s Revolving Credit Exposure exceeding such Revolving Lender’s Revolving Commitment; provided that no the Swingline Lender Lenders shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Upon the request of any Swingline Lender, the Administrative Agent shall inform such Swingline Lender of the aggregate amount of Swingline Loans shall be ABR Loans under this Agreementthen outstanding and the Aggregate Revolving Credit Exposure then outstanding. (b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 10:00 a.m., New York City time San Francisco time, on the day of the proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request telephonic request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic delivery to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify (i) the requested date (which shall be a Business Day), (ii) the applicable Swingline Lender and the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, Loan and (iv) the location and number of the Borrower’s account to which funds are to be disburseddisbursed or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that has made such LC Disbursement. Each Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise the Swingline Lenders of the details thereof. The applicable Swingline Lender shall make each any Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on available to the proposed date thereof Borrower by means of a wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, specified in the case of a Swingline such Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance Request or to the applicable Issuing Bank), as the case may be, by 2:00 p.m., San Francisco time, on the requested date of such Swingline Loan. (c) A Any Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 8:00 a.m., New York City time San Francisco time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itof such Swingline Lender outstanding. Such notice shall specify the aggregate amount of such the Swingline Loans in which the Revolving Facility Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Revolving Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Revolving Loans. Each Revolving Facility Lender acknowledges and agrees that, in making any Swingline Loan, each Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of Holdings and the Borrower deemed made pursuant to Section 4.02. Each Revolving Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a any Swingline Lender from the Borrower (or any other party Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the applicable Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the applicable Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of its obligation to repay such Swingline Loan. (d) The Borrower may, at any default time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the payment Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder. (e) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make (x) Swingline Loans to the Borrower from time to time during the Availability Period in U.S. DollarsPeriod; provided that no such Swingline Loan shall be permitted if, in an aggregate principal amount at any time outstanding that will not result in after giving effect thereto, (xi) the aggregate principal amount of outstanding Swingline Loans exceeding would exceed the Swingline Commitment, Loan Sublimit or (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the aggregate Revolving Facility Credit Exposure exceeding Exposures would exceed the total Revolving Facility Commitments; provided further that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Immediately upon the making of a Swingline Loans Loan, each Revolving Lender shall be ABR Loans under this Agreementdeemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Swingline Loan. (b) To request a Swingline BorrowingLoan, the Borrower shall notify the Administrative Agent and Swingline Lenders Lender of such request request, which may be given by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowingand shall be irrevocable. Each such notice must be received by the Swingline Lender and Swingline Borrowing Request shall be irrevocable the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested date (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, appropriately completed and (iv) the location and number signed by a Responsible Officer of the Borrower’s account . Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to which funds are 2:00 p.m. on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to be disbursed. Each make such Swingline Loan as a result of the limitations set forth in Section 2.04(a) or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, the Swingline Lender shall make each such Swingline Loan available to be the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(c), by it hereunder in accordance with Section 2.02(aremittance to the relevant Issuing Bank) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. (i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of the Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.02 and Section 2.03, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Commitments of the applicable Class and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds for the account of the Borrower (orSwingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Borrowing Request, in the case of a Swingline Borrowing made whereupon, subject to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e2.04(c)(ii), by remittance each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Issuing Bank)Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender. (cii) A If for any reason any Swingline Loan cannot be refinanced by such Base Rate Loan in accordance with clause (i), the request for Base Rate Loans submitted by the Swingline Lender may as set forth herein shall be deemed to be a request by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require Lender that each of the Revolving Facility Lenders to acquire participations on fund its risk participation in the relevant Swingline Loan and such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay payment to the Administrative Agent for the account of the applicable Swingline LenderLender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving Facility Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Base Rate Loan included in the relevant Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Revolving Facility Percentage of such Swingline Loan or Loans. Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. (iii) Each Revolving Facility Lender acknowledges and agrees that its respective Lender’s obligation to acquire make Base Rate Loans or to purchase and fund risk participations in Swingline Loans pursuant to this paragraph is Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, including (B) the occurrence and or continuance of a Default Default, or reduction (C) any other occurrence, event or termination condition, whether or not similar to any of the Commitmentsforegoing; provided, and however, that each Revolving Lender’s obligation to make Base Rate Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest as provided herein. (i) At any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment shall be made without any offseton account of such Swingline Loan, abatement, withholding or reduction whatsoever. Each the Swingline Lender will distribute to such Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, Applicable Percentage thereof in the same manner funds as provided those received by the Swingline Lender. (ii) If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 2.06 with respect 9.08 (including pursuant to Loans made any settlement entered into by such Revolving Facility the Swingline Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lendersin its discretion), and the Administrative Agent each Revolving Lender shall promptly pay to the applicable Swingline Lender its Applicable Percentage thereof on demand of the amounts so received by it Administrative Agent, plus interest thereon from the Revolving Facility Lendersdate of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Revolving Lenders under this clause shall notify survive the payment in full of the Obligations and the termination of this Agreement. (e) The Swingline Lender shall be responsible for invoicing the Borrower of any participations in any for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan acquired or risk participation pursuant to this paragraph (c)Section 2.04 to refinance such Revolving Lender’s Applicable Percentage of any Swingline Loan, and thereafter payments by the Borrower interest in respect of such Swingline Loan Applicable Percentage shall be made to solely for the Administrative Agent and not to account of the applicable Swingline Lender. Any amounts received by a Swingline Lender from the . (f) The Borrower (or any other party on behalf shall make all payments of the Borrower) principal and interest in respect of a the Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly Loans directly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (aA) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower in Dollars from time to time during the Class D Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of all outstanding Swingline Loans exceeding the Swingline Commitment, $30,000,000 or (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Class D Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Class D Commitments; provided that no the Swingline Lender may in its discretion decline to make any Swingline Loan requested by the Borrower. Notwithstanding the foregoing, the Borrower shall not 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 unused Class D Commitments would be required to make less than zero. The Borrower may refinance all or any part of a Swingline Loan to refinance an outstanding with another Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (bB) To request a Swingline BorrowingLoan from the Swingline Lender, the Borrower shall notify the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopyfacsimile) not later than 11:00 a.m.4:00 p.m., New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) and the amount of the requested Swingline BorrowingLoan. The Swingline Lender will, (iii) prior to making such Swingline Loan available to the term Borrower, notify the Administrative Agent of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursednotice. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 5:00 p.m., New York City time, on the requested date of such Swingline Loan. (cC) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Class D Lenders to acquire participations on such Business Day in all or a portion of the outstanding its Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Class D Lender, specifying in such notice such Class D Lender’s Revolving Facility Applicable Class D Percentage of such Swingline Loan or Loans. Each Revolving Facility Class D Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Class D Lender’s Revolving Facility Applicable Class D Percentage of such Swingline Loan or Loans. Each Revolving Facility Class D Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Class D Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Class D Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Class D Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Class D Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Class D Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Class D Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. (D) The Swingline Lender may be replaced at any time by written agreement among the Borrower and a successor Swingline Lender (with notice to the Administrative Agent and the replaced Swingline Lender). The Administrative Agent shall notify the Class D Lenders of any such replacement of the Swingline Lender. From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the previous Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to the previous Swingline Lender, as the context shall require. On the date of the replacement of a Swingline Lender hereunder, the Borrower shall repay all Swingline Loans made by such Swingline Lender that are outstanding as of such date and such Swingline Lender shall not have any obligation to make any Swingline Loans thereafter.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower Borrowers from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof) exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments Commitment or (zii) the Revolving Facility Credit Exposure of the applicable Class exceeding the total Revolving Facility CommitmentsCommitments of such Class; provided provided, that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All The interest rate for a Swingline Loans Loan in Dollars shall be ABR plus the Applicable Margin for Revolving Loans under this that are ABR Loans or, if a Working Cash Agreement is in effect, at the LIBOR based rate plus the Applicable Margin for Revolving Loans that are Eurocurrency Loans determined in accordance with such Working Cash Agreement. The interest rate for a Swingline Loan in an Alternate Currency shall be a LIBOR based rate plus the Applicable Margin for Revolving Loans that are Eurocurrency Loans. (b) To request a Swingline Borrowing, the Borrower Representative shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) electronic means), not later than 11:00 a.m.2:00 p.m., New York City time Local Time, on the day of the a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day), ) and (ii) the amount of the requested Swingline Borrowing, (iii) . The Swingline Lender may consult with the term Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 4:00 p.m., New York City timeLocal Time, to the account of the applicable Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). The obligation of the Borrowers to repay the Swingline Loan shall be evidenced by a promissory note of the Borrowers dated the Closing Date, payable to the order of the Swingline Lender and substantially in the form of Exhibit L (as amended, supplemented or otherwise modified from time to time, the “Swingline Note”). (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility Lenders of the applicable Class to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or LoansLoans plus accrued interest thereon. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees that, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or LoansLoans plus accrued interest thereon. Each Revolving Facility Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower Borrowers (or any other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided provided, that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower Borrowers of any default in the payment thereof. (d) In addition to making Swingline Loans pursuant to the foregoing provisions of this Section 2.04, without the requirement for a specific request from the Borrowers pursuant to subsection 2.04(b), the Swingline Lender may make Swingline Loans to the Borrowers in accordance with the provisions of any agreements between one or more of the Borrowers and the Swingline Lender relating to the Borrowers’ (or the Borrower Representative’s) deposit, sweep and other accounts at the Swingline Lender and related arrangements and agreements regarding the management and investment of the Borrowers’ (or the Borrower Representative’s) cash assets that are satisfactory to the Administrative Agent and Swingline Lender (the “Working Cash Agreements”) to the extent of the daily aggregate net negative balance in the Borrowers’ (or the Borrower Representative’s) accounts which are subject to the provisions of the Working Cash Agreements. Swingline Loans made pursuant to this subsection 2.04(d) in accordance with the provisions of the Working Cash Agreements shall (i) be subject to the limitations as to aggregate amount set forth in subsection 2.04(a), (ii) not be subject to the limitations as to individual amount set forth in subsection 2.02(c), (iii) be payable by the Borrowers, both as to principal and interest, at the times set forth in the Working Cash Agreements (but in no event later than the Revolving Facility Maturity Date), (iv) [reserved], (v) if not repaid by the Borrowers in accordance with the provisions of the Working Cash Agreements, be subject to each Revolving Facility Lender’s obligation to purchase participating interests therein pursuant to subsection 2.04(c), and (vi) except as provided in the foregoing subsections (i) through (v), be subject to all of the terms and conditions of this Section 2.

Swingline Loans. (ai) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to may, in its sole discretion, make Swingline Loans to the Borrower Borrowers from time to time on any Business Day during the Availability Period period from the date hereof to but excluding the Facility Termination Date in U.S. Dollars, in an the aggregate principal outstanding amount not to exceed the Swingline Sublimit; provided that after giving effect to such Swingline Loan, the Dollar Amount of the Aggregate Outstanding Credit Exposure at any time outstanding shall not exceed the Aggregate Commitment, and provided further that will not result in (x) at no time shall the aggregate principal amount Dollar Amount of outstanding the Aggregate Outstanding Credit Exposure of the Swingline Lender exceed the Aggregate Commitment of such Lender. The Swingline Lender may make Swingline Loans exceeding the Swingline Commitment, (y) the outstanding available in Dollars or any other Agreed Currency in its sole discretion and if any such Swingline Loans of are made available in other Agreed Currencies or are made to a Borrower domiciled in an EEA Member Country, such Swingline Lender exceeding such Loans shall be deemed to utilize the Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender Multicurrency Commitment. Each Lender’s Commitment shall be deemed utilized by an amount equal to such Lender’s Commitment Percentage of the Dollar Amount of each Swingline Loan for purposes of determining the amount of Loans required to make a Swingline Loan to refinance an outstanding Swingline Borrowingbe made by such Lender. Within the foregoing limits limits, and subject to the terms and conditions set forth hereinhereof, the Borrower Borrowers may borrowborrow under this Section 2.1(b), prepay repay and reborrow Swingline Loansat any time prior to the Facility Termination Date. All Swingline Loans shall bear interest (a) in the case of such Loans denominated in Dollars, at the Base Rate plus the Applicable Margin for Floating Rate Loans or such other rate as shall be ABR Loans under this Agreement. agreed between the relevant Borrower and the Swingline Lender with respect to any Swingline Loan at the time such Swingline Loan is made and (b) To request a in the case of such Loans denominated in other Eligible Currencies, at such other rate as shall be agreed between the relevant Borrower and the Swingline BorrowingLender with respect to any Swingline Loan at the time such Swingline Loan is made (it being understood that such pricing may, by agreement of the relevant Borrower and the Swingline Lender, be based on rates other than those of the London interbank market). The applicable Borrower shall notify the repay each Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time Loan on the day earlier to occur of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the date ten (10) Business Days after such Swingline Loan is made, if requested date (which shall be a Business Day)by the Administrative Agent on behalf of the Swingline Lender, and (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursedFacility Termination Date. Each Swingline Lender shall make each If any Swingline Loan to be made is not repaid by it hereunder in accordance with Section 2.02(a) the relevant Borrower on the proposed date thereof by wire transfer when due, each Lender will make a Floating Rate Loan the proceeds of immediately available funds by 3:00 p.m., New York City time, which will be used to repay the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement Loan as provided described in Section 2.05(e), by remittance to the applicable Issuing Bank2.1(b)(ii). (cii) A The Swingline Lender may by written notice given to is making the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which reliance upon the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account agreements of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations other Lenders set forth in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.2.1

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, each the Swingline Lender agrees to make swingline loans in Dollars (individually, a “Swingline Loans Loan” and collectively, the “Swingline Loans”) to the any Borrower (other than a French Borrower) from time to time during the Availability Revolving Credit Commitment Period in U.S. Dollarsaccordance with the procedures set forth in this Section 2.04, in an aggregate principal amount at any time outstanding provided, that will not result in (xi) the aggregate principal amount of outstanding all Swingline Loans shall not exceed $25,000,000 at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the aggregate amount of the Available Tranche A Revolving Credit Commitments of all Tranche A Revolving Lenders immediately prior to such borrowing or result in the Aggregate Tranche A Revolving Credit Exposure then outstanding exceeding the Total Tranche A Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Commitment, Loans be borrowed hereunder if (x) an Event of Default or Event of Termination shall have occurred and be continuing and (y) the outstanding such Event of Default or Event of Termination shall not have been subsequently cured or waived. Amounts borrowed by any Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) Borrower under this Section 2.04 may be repaid and, up to but excluding the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth hereinMaturity Date, the Borrower may borrow, prepay and reborrow Swingline Loansreborrowed. All Swingline Loans shall at all times be ABR Loans under this Agreement. (b) To request a Loans. The relevant Swingline Borrowing, the Borrower shall notify give the Administrative Agent notice of any Swingline Lenders of such request Loan requested hereunder (which notice must be received by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.the Administrative Agent prior to 12:00 noon, New York City time time, on the day of requested Borrowing Date) specifying (A) the proposed Swingline Borrowing. Each such notice amount to be borrowed, and Swingline Borrowing Request shall be irrevocable and shall specify (iB) the requested date (which Borrowing Date. Upon receipt of such notice, the Administrative Agent shall be a Business Day), (ii) promptly notify the Swingline Lender of the aggregate amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursedborrowing. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by Not later than 3:00 p.m., New York City time, on the Borrowing Date specified in such notice the Swingline Lender shall make such Swingline Loan available to the Administrative Agent for the account of the relevant Swingline Borrower at the office of the Administrative Agent set forth in Section 10.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the relevant Swingline Borrower by the Administrative Agent crediting the account of such Swingline Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank)) and in like funds as received by the Administrative Agent. Each borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof. (cb) A Notwithstanding the occurrence of any Event of Default or Event of Termination or noncompliance with the conditions precedent set forth in Article IV or the minimum borrowing amounts specified in Section 2.02, if any Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than Loan shall remain outstanding at 10:00 a.m., New York City time, on the fifth Business Day following the Borrowing Date thereof and if by such time on any such fifth Business Day, require Day the Administrative Agent shall have received neither (i) a notice of borrowing delivered by the relevant Swingline Borrower pursuant to Section 2.02 requesting that Revolving Facility Lenders Loans be made pursuant to acquire participations Section 2.01 on such the immediately succeeding Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify an amount at least equal to the aggregate principal amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such noticeLoan, the Administrative Agent will give nor (ii) any other notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay satisfactory to the Administrative Agent for the account of the applicable indicating such Swingline Lender, such Revolving Facility LenderBorrower’s Revolving Facility Percentage of intent to repay such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoeveron the immediately succeeding Business Day with funds obtained from other sources, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly deemed to have received a notice from such Swingline Borrower pursuant to Section 2.02 requesting that ABR Revolving Loans be made pursuant to Section 2.01 on such immediately succeeding Business Day in an amount equal to the amount of such Swingline Loan, and the procedures set forth in Section 2.02 shall be followed in making such ABR Revolving Loans, provided, that for the purposes of determining each Lender’s Pro Rata Percentage with respect to such Borrowing, the Swingline Loan to be repaid with the proceeds of such borrowing shall be deemed to not be outstanding. The proceeds of such ABR Revolving Loans shall be applied to repay such Swingline Loan. (c) If, for any reason, ABR Revolving Loans may not be, or are not, made pursuant to paragraph (b) of this Section 2.04 to repay any Swingline Loan as required by such paragraph, effective on the date such ABR Revolving Loans would otherwise have been made, each Tranche A Revolving Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default, purchase a participating interest in such Swingline Loan (“Unrefunded Swingline Loan”) in an amount equal to the amount of the ABR Revolving Loan which would otherwise have been made by such Lender pursuant to paragraph (b) of this Section 2.04. Each Tranche A Revolving Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participations shall be distributed by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted . All payments by the Tranche A Revolving Lenders in respect of Unrefunded Swingline Loans and participations therein shall be repaid made in accordance with Section 2.14. (d) Notwithstanding the foregoing, a Lender shall not have any obligation to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations acquire a participation in a Swingline Loan pursuant to this paragraph the foregoing paragraphs if an Event of Default or Event of Termination shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default or such Event of Termination has occurred and that such Lender will not relieve the Borrower acquire participations in Swingline Loans made while such Event of any default in the payment thereofDefault or such Event of Termination is continuing.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the US Tranche Swingline Lender agrees to make US Tranche Swingline Loans in US Dollars to the Borrower Company from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding US Tranche Swingline Loans exceeding the Swingline Commitment, $75,000,000 or (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total US Tranche Revolving Facility Credit Exposure Exposures exceeding the total US Tranche Revolving Facility Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Subject to the terms and conditions set forth herein, the Canadian Tranche Swingline Lender agrees to make Canadian Tranche Swingline Loans in Canadian Dollars to the Canadian Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the US Dollar Equivalent of the aggregate principal amount of outstanding Canadian Tranche Swingline Loans exceeding $5,000,000 or (ii) the total Canadian Tranche Exposures exceeding the total Canadian Tranche Commitments; provided that the Canadian Tranche Swingline Lender shall not be required to make a Canadian Tranche Swingline Loan to refinance an outstanding Canadian Tranche Swingline Loan. Subject to the terms and conditions set forth herein, the UK Tranche Swingline Lender agrees to make UK Tranche Swingline Loans in Pounds Sterling or Euro to the UK Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the US Dollar Equivalent of the aggregate principal amount of outstanding UK Tranche Swingline Loans exceeding $1,000,000 or (ii) the total UK Tranche Exposures exceeding the total UK Tranche Commitments; provided that the UK Tranche Swingline Lender shall not be required to make a UK Tranche Swingline Loan to refinance an outstanding UK Tranche Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Swingline Lenders Applicable Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.1:00 p.m., New York City time Local Time (except, in the case of a Canadian Tranche Swingline Loan, not later than 12:00 noon, Toronto time) on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan and the term Tranche under which the requested Swingline Loan will be borrowed. The Applicable Agent will promptly advise the applicable Swingline Lender of any such Swingline Loan, and (iv) the location and number of the notice received from a Borrower’s account to which funds are to be disbursed. Each The applicable Swingline Lender shall make each Swingline Loan available to be made the applicable Borrower by it hereunder in accordance means of a credit to the general deposit account of such Borrower with Section 2.02(a) on the proposed date thereof such Swingline Lender or by wire transfer of immediately available funds to an account specified by 3:00 p.m., New York City time, to such Borrower in the account of the Borrower applicable borrowing request (or, in the case of a US Tranche Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan. (c) A Swingline Lender may by written notice given to the Administrative Applicable Agent (and to the other Swingline Lenders) not later than 10:00 a.m.1:00 p.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility applicable Lenders under a Tranche to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding under such Tranche. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility such Lenders will participate. Promptly upon receipt of such notice, the Administrative Applicable Agent will give notice thereof to each such applicable Lender, specifying in such notice such Lender’s Revolving Facility Tranche Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Applicable Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Tranche Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Applicable Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Applicable Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Applicable Agent and not to the applicable such Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the applicable Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Applicable Agent; any such amounts received by the Administrative such Agent shall be promptly remitted promptly by the Administrative such Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative such Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.

Swingline Loans. (ai) Subject to the terms and conditions set forth herein, each Swingline Lender Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in this Section 2.01(c), agrees to make Swingline Loans to the Borrower Borrowers in Dollars from time to time on any Business Day during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount not to exceed at any time outstanding that will not result in such Lender’s Swingline Sublimit; provided that, after giving effect to any Swingline Loan, (xA) the aggregate principal amount of all outstanding Revolving Credit Loans, LC Exposure and Swingline Loans shall not exceed the Aggregate Maximum Revolving Credit Amount and (B) the sum of the aggregate principal amount of all outstanding Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the aggregate principal amount of all outstanding Swingline Loans exceeding shall not exceed such Lender’s Maximum Revolving Credit Amount and (C) the aggregate principal amount of all outstanding Swingline Loans shall not exceed the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request Immediately upon the making of a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed Loan by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.Lender, New York City time on the day each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Swingline Lender a participation in such Swingline Loan in an amount equal to such Revolving Credit Lender’s Revolving Credit Percentage Share of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, . All Borrowers shall be jointly and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement severally liable as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in borrowers for all or a portion of the outstanding Swingline Loans made by it. Such regardless of which Borrower delivers a notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan borrowing or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of receives the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate Revolving Facility Credit Exposure exceeding the total Aggregate Revolving Facility CommitmentsCommitment; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.12:00 noon, New York City time Local Time, on the day of the proposed Swingline BorrowingLoan. Each such notice and Swingline telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify (i) the requested date (which shall be a Business Day), (ii) and the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, Loan and (iv) the location and number of the Borrower’s account of the Borrower to which funds are to be disburseddisbursed or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that has made such LC Disbursement. Each Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise the Swingline Lender of the details thereof. The Swingline Lender shall make each Swingline Loan available to be made the Borrower by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by means of a wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, specified in the case of a Swingline such Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance Request or to the applicable Issuing Bank), as the case may be, by 4:00 p.m., Local Time, on the requested date of such Swingline Loan. (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such the Swingline Loans in which the Revolving Facility Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans in the currency in which such Swingline Loan is denominated. Each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely acknowledges and unconditionally agreesagrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon receipt the representation and warranty of notice as provided aboveParent and the Borrower deemed made pursuant to Section 4.02, unless, at least one Business Day prior to pay the time such Swingline Loan was made, the Majority in Interest of the Revolving Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent for the account Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of conditions precedent set forth in Section 4.02(a) or 4.02(b) would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or Loansotherwise shall have ceased to exist). Each Revolving Facility Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsfunds in the applicable currency, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of such participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of any default in the payment thereofits obligation to repay such Swingline Loan.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, (i) each Swingline Dollar Lender agrees to make Swingline Dollar Loans to the any Domestic Swingline Borrower from time to time during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding for all Swingline Dollar Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Dollar Loans made by such Swingline Dollar Lender exceeding the such Swingline Commitment, Dollar Lender’s Swingline Dollar Commitment or (y) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments and (ii) each Swingline Euro Lender agrees to make Swingline Euro Loans to any Foreign Swingline Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding for all Swingline Euro Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Euro Loans of made by such Swingline Euro Lender exceeding such Swingline Euro Lender’s Swingline Commitments Euro Commitment or (zy) the sum of the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Dollar Borrowing or Swingline Euro Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline Dollar Borrowing or Swingline Euro Borrowing, the Borrower Representative, on behalf of the applicable Borrower, shall notify the Administrative Agent and the applicable Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m., New York City time Local Time, on the day of a proposed Swingline Borrowing (or in the case of a Swingline Euro Borrowing, 10:00 a.m. New York time, on the Business Day preceding the date of the proposed Swingline Euro Borrowing). Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the Borrower requesting such Borrowing, (ii) the requested date (which shall be a Business Day), (iiiii) the amount of the requested Swingline BorrowingDollar Borrowing (expressed in Dollars) or Swingline Euro Borrowing (expressed in Euros), (iii) the term of such Swingline Loanas applicable, and (iv) in the location and number case of a Swingline Euro Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by clause (b) of the Borrowerdefinition of the term “Interest Period.” The Administrative Agent shall promptly advise each Swingline Dollar Lender (in the case of a notice relating to a Swingline Dollar Borrowing) or each Swingline Euro Lender (in the case of a notice relating to a Swingline Euro Borrowing) of any such notice received from the Borrower Representative on behalf of a Borrower and the amount of such Swingline Lender’s account to which funds are Swingline Loan to be disbursedmade as part of the requested Swingline Dollar Borrowing or Swingline Euro Borrowing, as applicable. Each Swingline Dollar Lender shall make each Swingline Dollar Loan to be made by it hereunder in accordance with Section 2.02(a2.04(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the Administrative Agent by notice to the Swingline Dollar Lenders. The Administrative Agent will make such Swingline Dollar Loans available to the applicable Domestic Swingline Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the applicable Domestic Swingline Borrower with the Administrative Agent (or, in the case of a Swingline Dollar Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). Each Swingline Euro Lender shall make each Swingline Euro Loan to be made by it hereunder in accordance with Section 2.04(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Swingline Euro Lenders. The Administrative Agent will make such Swingline Euro Loans available to the applicable Foreign Swingline Borrower by (i) promptly crediting the amounts so received, in like funds, to the general deposit account with the Administrative Agent of the applicable Foreign Swingline Borrower most recently designated to the Administrative Agent or (ii) by wire transfer of the amounts received in immediately available funds to the general deposit account of the applicable Foreign Swingline Borrower most recently designated to the Administrative Agent. (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Dollar Lenders or Swingline Euro Lenders, as applicable) not later than 10:00 a.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof. (d) If within 5 Business Days of any Lender becoming a Defaulting Lender the reallocation of Revolving Credit Facility Percentages shall not have occurred in accordance with Section 2.26(a)(ii), a Swingline Lender shall not be obligated to make any Swingline Loans unless the Swingline Lender has entered into arrangements satisfactory to it and the Company 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 Cash Collateralizing such Defaulting Lender’s Revolving Facility Percentage of the outstanding Swingline Loans (which Cash Collateralization is deemed so satisfactory) (such arrangements, the “Swingline Back-Stop Arrangements”). If a reallocation of Revolving Credit Facility Percentages shall have occurred in accordance with Section 2.26(a)(ii), and the amount of a proposed Swingline Loan would cause the aggregate Revolving Facility Credit Exposure of all non-Defaulting Lenders to exceed the aggregate Revolving Facility Commitments of all non-Defaulting Lenders, a Swingline Lender shall not be obligated to make such Swingline Loans unless such Swingline Lender has entered into Swingline Back-Stop Arrangements with respect to the amount of such excess.

Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees agrees, severally and not jointly, at any time and from time to time on and after the Closing Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans ("Quoted Swingline Loans") on the basis of quoted interest rates (each, a "Quoted Swingline Rate") furnished by such Swingline Lender from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans ("ABR Swingline Loans") to any Swingline Borrower bearing interest at a rate equal to the Borrower from time to time during the Availability Period in U.S. Dollars, Alternate Base Rate in an aggregate principal amount at any time (in the case of this clause (ii)) not to exceed such Swingline Lender's Swingline Commitment. The aggregate outstanding that will not result in (x) the aggregate principal amount of outstanding the Quoted Swingline Loans exceeding of any Swingline Lender, when added to the Swingline Commitment, (y) aggregate outstanding principal amount of the outstanding ABR Swingline Loans of such Swingline Lender exceeding Lender, may exceed such Swingline Lender’s 's Swingline Commitment, provided, that in no event shall the aggregate outstanding principal amount of the Swingline Loans exceed the aggregate Swingline Commitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (z) or an aggregate principal amount equal to the Revolving Facility Credit Exposure exceeding remaining balance of the total Revolving Facility available Swingline Commitments; provided that no ). Each Swingline Lender shall be required to make a the portion of each Swingline Loan to refinance an outstanding be made by it available to any Swingline Borrowing. Within the foregoing limits and subject Borrower by means of a credit to the terms and conditions set forth hereingeneral deposit account of such Swingline Borrower with the Administrative Agent or a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans on or after the Closing Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall be ABR Loans under this Agreementterminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein. (b) To request a The relevant Swingline Borrowing, the Borrower shall notify give the Swingline Lenders Administrative Agent telephonic, written or telecopy notice substantially in the form of Exhibit B-5 (in the case of telephonic notice, such request by telephone (notice shall be promptly confirmed by a Swingline Borrowing Request by telecopy) not no later than 11:00 a.m.2:30 p.m., New York City time (or, in the case of a proposed Quoted Swingline Loan, 12:00 noon, New York City time), on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable (subject, in the case of Quoted Swingline Loans, to receipt by the relevant Swingline Borrower of Quoted Swingline Rates acceptable to it) and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan. The Administrative Agent shall promptly advise the Swingline Lenders of any notice received from any Swingline Borrower pursuant to this paragraph (b). In the event that a Swingline Borrower accepts a Quoted Swingline Rate in respect of a proposed Quoted Swingline Loan, and it shall notify the Administrative Agent (ivwhich shall in turn notify the relevant Swingline Lender) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 such acceptance no later than 2:30 p.m., New York City time, to on the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)relevant borrowing date. (c) A In the event that any ABR Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later Loan shall be outstanding for more than 10:00 a.m., New York City time on any five Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such noticeDays, the Administrative Agent will give notice thereof shall, on behalf of the relevant Swingline Borrower (which hereby irrevocably directs and authorizes the Administrative Agent to act on its behalf), request each Lender, including the Swingline Lenders, to make an ABR Revolving Credit Loan in an amount equal to such Lender, specifying in such notice such Lender’s 's Revolving Facility Credit Percentage of the principal amount of such ABR Swingline Loan or LoansLoan. Each Lender will make the proceeds of its Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay Credit Loan available to the Administrative Agent for the account of the applicable Swingline Lenders at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the ABR Swingline Loans. (d) If, for any reason, Revolving Credit Loans may not be (as determined by the Administrative Agent in its sole discretion), or are not, made pursuant to Section 2.6(c) to repay ABR Swingline Loans as required by said Section, then, effective on the date such Revolving Credit Loans would otherwise have been made, each Lender severally, unconditionally and irrevocably agrees that it shall purchase an undivided participating interest in such ABR Swingline Loans ("Unrefunded Swingline Loans") in an amount equal to the amount of the Revolving Credit Loan which otherwise would have been made by such Lender pursuant to Section 2.6(c), which purchase shall be funded by the time such Revolving Credit Loan would have been required to be made pursuant to Section 2.6(c). In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall immediately transfer to the Administrative Agent, for the account of the Swingline Lenders, in immediately available funds, the amount of its participation. Any Lender holding a participation in an Unrefunded Swingline Loan may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the relevant Swingline Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to such Swingline Borrower in the amount of such participation. (e) Whenever, at any time after any Swingline Lender has received from any Lender such Lender's participating interest in an ABR Swingline Loan, such Revolving Facility Lender’s Revolving Facility Percentage of Swingline Lender receives any payment on account thereof, such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and agrees funded); provided, however, that its respective in the event that such payment received by such Swingline Lender is required to be returned, such Lender will return to such Swingline Lender any portion thereof previously distributed by such Swingline Lender to it. (f) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to acquire participations make the Revolving Credit Loans referred to in Swingline Loans Section 2.6(c) and to purchase and fund participating interests pursuant to this paragraph is Section 2.6(d) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or any Swingline Borrower may have against any Swingline Lender, any Swingline Borrower or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or reduction an Event of Default or termination the failure to satisfy any of the Commitmentsconditions specified in Article IV; (iii) any adverse change in the condition (financial or otherwise) of Infinity or any of its Subsidiaries; (iv) any breach of this Agreement by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (g) Upon written or telecopy notice to the Swingline Lenders and that each such payment to the Administrative Agent, Infinity may at any time terminate, from time to time in part reduce, or from time to time (with the approval of the relevant Swingline Lender) increase, the Swingline Commitment of any Swingline Lender. At any time when there shall be made without fewer than ten Swingline Lenders, Infinity may appoint from among the Lenders a new Swingline Lender, subject to the prior consent of such new Swingline Lender and prior notice to the Administrative Agent, so long as at no time shall there be more than ten Swingline Lenders. Notwithstanding anything to the contrary in this Agreement, (i) if any offsetABR Swingline Loans shall be outstanding at the time of any termination, abatementreduction, withholding increase or appointment pursuant to the preceding two sentences, the Swingline Borrowers shall on the date thereof prepay or borrow ABR Swingline Loans to the extent necessary to ensure that at all times the outstanding ABR Swingline Loans held by the Swingline Lenders shall be pro rata according to the respective Swingline Commitments of the Swingline Lenders and (ii) in no event may the aggregate Swingline Commitments exceed $300,000,000. On the date of any termination or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired Commitments pursuant to this paragraph (cg), and thereafter payments by the Borrower Swingline Borrowers shall pay or prepay so much of the Swingline Loans as shall be necessary in respect order that, after giving effect to such termination or reduction, (i) the aggregate outstanding principal amount of the ABR Swingline Loans of any Swingline Lender will not exceed the Swingline Commitment of such Swingline Lender and (ii) the aggregate outstanding principal amount of all Swingline Loans will not exceed the aggregate Swingline Commitments. (h) Each Swingline Borrower may prepay any Swingline Loan in whole or in part at any time without premium or penalty; provided that such Swingline Borrower shall be made to have given the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower written or telecopy notice (or any other party telephone notice promptly confirmed in writing or by telecopy) of such prepayment not later than 10:30 a.m., New York City time, on behalf of the Borrower) in respect of a Swingline Loan after receipt Business Day designated by such Swingline Lender of the proceeds of a sale of participations therein Borrower for such prepayment; and provided further that each partial payment shall be remitted promptly in an amount that is an integral multiple of $1,000,000. Each notice of prepayment under this paragraph (h) shall specify the prepayment date and the principal amount of each Swingline Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit such Swingline Borrower to prepay such Swingline Loan (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this paragraph (h) shall be accompanied by accrued interest on the principal amount being prepaid to the Administrative Agent; any such amounts received by the Administrative Agent date of payment. Each payment of principal of or interest on ABR Swingline Loans shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lenderallocated, as between the Swingline Lenders, pro rata in accordance with their interests may appear; provided that any such payment so remitted shall be repaid to such respective Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofPercentages.

Swingline Loans. (a1) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower U.S. Borrowers from time to time during the Availability Period in U.S. DollarsPeriod; provided, in an aggregate principal amount at any time outstanding that no such Swingline Loan will not result in be permitted if, after giving effect thereto, (xa) the aggregate principal amount of outstanding Swingline Loans exceeding the would exceed Swingline Commitment, ; (yb) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the U.S. Revolving Facility Credit Exposure exceeding and the Canadian Revolving Facility Credit Exposure would exceed the total U.S./Canadian Revolving Facility Commitments; provided (c) the Swingline Lender’s U.S./Canadian Revolving Facility Credit Exposure would exceed its U.S./Canadian Revolving Facility Commitment; or (d) the U.S. Revolving Facility Credit Exposure would exceed the U.S. Borrowing Base; provided; that no the Swingline Lender shall will not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower U.S. Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b2) To request a Swingline Borrowing, the Borrower shall applicable U.S. Borrowers will notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) email or facsimile), not later than 11:00 a.m.2:00 p.m., New York City time time, on the day of the a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall will be irrevocable and shall will specify (i) the requested (a) date (which shall will be a Business Day), ) and (iib) the amount of the requested Swingline Borrowing, (iii) . The Swingline Lender will consult with the term Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall will make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a2.02(2) on the proposed date thereof by wire transfer of immediately available funds by 3:00 5:00 p.m., New York City time, to the account of the Borrower applicable Borrowers (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e2.05(5), by remittance to the applicable Issuing Bank); provided that the Swingline Lender will not be obligated to make any Swingline Loan at any time when any Lender is at such time a Defaulting Lender, unless the Swingline Lender (i) is satisfied in its reasonable discretion that the related exposure will be 100% covered by the applicable Revolving Facility Commitments of the non-Defaulting Lenders pursuant to clause (3) below or (ii) has otherwise entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender. (c3) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, Day require the Revolving Lenders with U.S./Canadian Revolving Facility Lenders Commitments to acquire participations by 2:00 p.m. on such Business Day (provided that if such notice is not provided to Lenders by 12:00 p.m. on such Business Day, such 2:00 p.m. deadline shall be extended by up to two hours to the extent necessary to provide the Revolving Lenders with U.S./Canadian Revolving Facility Commitments two hours from such notice to acquire such participations) in all or a portion of the outstanding Swingline Loans made by it. Such notice shall will specify the aggregate amount of such Swingline Loans in which the applicable Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Revolving Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall will not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or reduction or termination of the Commitments, and that each such payment shall will be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender with U.S./Canadian Revolving Facility Lender shall Commitments will comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall will apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall will promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. . (4) The Administrative Agent shall will notify the Borrower Holdings of any participations in any Swingline Loan acquired pursuant to this paragraph (c3), and thereafter payments by the Borrower in respect of such Swingline Loan shall will be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower Borrowers (or any other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall will be promptly remitted promptly to the Administrative Agent; Agent and any such amounts received by the Administrative Agent shall will be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall will be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall (3) will not relieve the Borrower Borrowers of any default in the payment thereof. (5) If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs at a time when Extended Commitments are in effect, then (i) on such Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Maturity Date) or refinanced with a borrowing of an Extension pursuant to Section 2.22; provided that, if on the occurrence of the such Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.05), there shall exist sufficient unutilized Extended Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Commitments which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Commitments and such Swingline Loans shall not be so required to be repaid in full on such Maturity Date.

Swingline Loans. (ai) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to shall make Swingline Loans to the Borrower from time to time during from the Availability Period in U.S. DollarsClosing Date through, in an aggregate principal amount at any time outstanding but not including, the Revolving Loan Maturity Date; provided, that will (a) such requested Swingline Loan shall not result in exceed the Available Revolving Loan Commitment and (xb) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested), shall not exceed the Swingline Commitment, . (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR refunded by the Lenders with a Revolving Loan Commitment on demand by the Swingline Lender. Such refundings shall be made by such Lenders in accordance with their respective Revolving Loan Commitment Ratios and shall thereafter be reflected as Revolving Loans under this Agreementof such Lenders on the books and records of the Administrative Agent. Each Lender with a Revolving Loan Commitment shall fund its respective Revolving Loan Commitment Ratio of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 2:00 p.m. on the next succeeding Business Day after such demand is made. No Lender’s obligation to fund its respective Revolving Loan Commitment Ratio of a Swingline Loan shall be affected by any other Lender’s failure to fund its Revolving Loan Commitment Ratio of a Swingline Loan, nor shall any Lender’s Revolving Loan Commitment Ratio be increased as a result of any such failure of any other Lender to fund its Revolving Loan Commitment Ratio of a Swingline Loan. (biii) To request a Swingline Borrowing, the The Borrower shall notify pay to the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time Lender on demand the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans to the extent amounts received from the Lenders with a Revolving Loan Commitment are not sufficient to repay in which full the Revolving Facility Lenders will participateoutstanding Swingline Loans requested or required to be refunded. Promptly upon receipt of such noticeIn addition, the Borrower hereby authorizes the Administrative Agent will give notice thereof to each such Lender, specifying charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in such notice such Lender’s Revolving Facility Percentage order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from such Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders with a Revolving Loan Commitment in accordance with their respective Revolving Loan Commitment Ratios (unless the amounts so recovered by or Loans. Each Revolving Facility Lender hereby absolutely on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and unconditionally agrees, upon receipt during the continuance of notice as provided above, to pay to an Event of Default of which the Administrative Agent for has received notice in the account manner required pursuant to Section 6.5 and which such Event of Default has not been waived by the applicable Swingline LenderRequired Lenders or the Lenders, such as applicable). (iv) Each Lender with a Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender Commitment acknowledges and agrees that its respective obligation to acquire participations in refund Swingline Loans pursuant to in accordance with the terms of this paragraph Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination including, without limitation, non-satisfaction of the Commitmentsconditions set forth in Article 3. Further, and that each such payment Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 8.1(g) or (h) shall have occurred, such Lender will, on the date the applicable Revolving Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be made without any offset, abatement, withholding or reduction whatsoeverrefunded in an amount equal to its Revolving Loan Commitment Ratio of the aggregate amount of such Swingline Loan. Each Lender with a Revolving Facility Lender shall comply with its obligation under this paragraph by wire Loan Commitment will immediately transfer of to the Swingline Lender, in immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (amount of its participation and Section 2.06 shall apply, mutatis mutandis, to upon receipt thereof the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower date of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect receipt of such Swingline Loan shall be made to funds and for such amount. Whenever, at any time after the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender has received from the Borrower (or any other party on behalf of the Borrower) in respect of Lender with a Swingline Revolving Loan after receipt by Commitment such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations ’s participating interest in a Swingline Loan pursuant Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to this paragraph shall not relieve the Borrower of any default such Lender its participating interest in such amount (appropriately adjusted, in the payment thereofcase of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded). (v) Notwithstanding anything to the contrary contained in this Agreement, this Section 2.1(d) shall be subject to the terms and conditions of Sections 2.15 and 2.16.

Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, including without limitation Section 2.15., each Swingline Lender severally and not jointly agrees to make Swingline Loans to the Borrower from time to time Borrower, during the Availability Period in U.S. Dollarsperiod from the Effective Date to but excluding the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding that will up to, but not result exceeding, the lesser (such lesser amount being referred to as the “Swingline Availability” of a given Swingline Lender) of (i) $18,750,000, (ii) the difference of (A) the commitment of such Swingline Lender in its capacity as a Revolving Lender minus (xB) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit - 50 - Liabilities of such Swingline Lender in its capacity as a Revolving Lender, and (iii) upon and following satisfaction of the Initial Mortgage Collateral Requirement, the difference of (A) such Swingline Lender’s Revolving Commitment Percentage of the then Collateral Property Availability (in its capacity as a Revolving Lender) minus (B) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Revolving Lender. If at any time the aggregate principal amount of outstanding the Swingline Loans exceeding made by a Swingline Lender outstanding at such time exceeds the Swingline Commitment, (y) the outstanding Swingline Loans Availability of such Swingline Lender exceeding at such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline Borrowingtime, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of such Swingline Lender the applicable amount of such excess. The borrowing of a Swingline LenderLoan shall constitute usage of the Revolving Commitments, in an amount equal to (i) for each Revolving Lender other than the Swingline Lender making such Swingline Loan, each such Revolving Facility Lender’s Revolving Facility Percentage Commitment Percentage, multiplied by the outstanding amount of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to ii) for the applicable Swingline Lender making such Swingline Loan, the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect outstanding amount of such Swingline Loan shall be made Loan. Subject to the Administrative Agent terms and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from conditions of this Agreement, the Borrower (or any other party on behalf of the Borrower) in respect of a may borrow, repay and reborrow Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofLoans hereunder.

Swingline Loans. (ai) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to shall make Swingline Loans to the Borrower from time to time during from the Availability Period in U.S. DollarsClosing Date through, in an aggregate principal amount at any time outstanding but not including, the Initial Revolving Loan Maturity Date; provided, that will (A) such requested Swingline Loan shall not result in exceed the Available Revolving Loan Commitment and (xB) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested), shall not exceed the Swingline Commitment, . (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR refunded by the Lenders with an Initial Revolving Loan Commitment on demand by the Swingline Lender. Such refundings shall be made by such Lenders in accordance with their respective Initial Revolving Loan Commitment Ratios and shall thereafter be reflected as Initial Revolving Loans under this Agreementof such Lenders on the books and records of the Administrative Agent. Each Lender with an Initial Revolving Loan Commitment shall fund its respective Initial Revolving Loan Commitment Ratio of Initial Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 2:00 p.m. on the next succeeding Business Day after such demand is made. No Lender’s obligation to fund its respective Initial Revolving Loan Commitment Ratio of a Swingline Loan shall be affected by any other Lender’s failure to fund its Initial Revolving Loan Commitment Ratio of a Swingline Loan, nor shall any Lender’s Initial Revolving Loan Commitment Ratio be increased as a result of any such failure of any other Lender to fund its Initial Revolving Loan Commitment Ratio of a Swingline Loan. (biii) To request a Swingline Borrowing, the The Borrower shall notify pay to the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time Lender on demand the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans to the extent amounts received from the Lenders with an Initial Revolving Loan Commitment are not sufficient to repay in which full the Revolving Facility Lenders will participateoutstanding Swingline Loans requested or required to be refunded. Promptly upon receipt of such noticeIn addition, the Borrower hereby authorizes the Administrative Agent will give notice thereof to each such Lender, specifying charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in such notice such Lender’s Revolving Facility Percentage order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from such Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders with an Initial Revolving Loan Commitment in accordance with their respective Initial Revolving Loan Commitment Ratios (unless the amounts so recovered by or Loans. Each Revolving Facility Lender hereby absolutely on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and unconditionally agrees, upon receipt during the continuance of notice as provided above, to pay to an Event of Default of which the Administrative Agent for has received notice in the account manner required pursuant to Section 6.5 and which such Event of Default has not been waived by the applicable Swingline LenderRequired Initial Revolving Lenders, such the Required Lenders or the Lenders, as applicable). (iv) Each Lender with an Initial Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender Commitment acknowledges and agrees that its respective obligation to acquire participations in refund Swingline Loans pursuant to in accordance with the terms of this paragraph Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination including, without limitation, non-satisfaction of the Commitmentsconditions set forth in Article 3. Further, and that each such payment Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 8.1(g) or (h) shall have occurred, such Lender will, on the date the applicable Initial Revolving Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be made without any offset, abatement, withholding or reduction whatsoeverrefunded in an amount equal to its Initial Revolving Loan Commitment Ratio of the aggregate amount of such Swingline Loan. Each Lender with an Initial Revolving Facility Lender shall comply with its obligation under this paragraph by wire Loan Commitment will immediately transfer of to the Swingline Lender, in immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (amount of its participation and Section 2.06 shall apply, mutatis mutandis, to upon receipt thereof the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower date of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect receipt of such Swingline Loan shall be made to funds and for such amount. Whenever, at any time after the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender has received from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Lender with an Initial Revolving Loan after receipt by Commitment such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations ’s participating interest in a Swingline Loan pursuant Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to this paragraph shall not relieve the Borrower of any default such Lender its participating interest in such amount (appropriately adjusted, in the payment thereofcase of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded). (v) Notwithstanding anything to the contrary contained in this Agreement, this Section 2.1(d) shall be subject to the terms and conditions of Sections 2.15 and 2.16.

Swingline Loans. (a1) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower U.S. Borrowers from time to time during the Availability Period in U.S. DollarsPeriod; provided, in an aggregate principal amount at any time outstanding that no such Swingline Loan will not result in be permitted if, after giving effect thereto, (xa) the aggregate principal amount of outstanding Swingline Loans exceeding the would exceed Swingline Commitment, ; (yb) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the U.S. Revolving Facility Credit Exposure exceeding and the Canadian Revolving Facility Credit Exposure would exceed the total U.S./Canadian Revolving Facility Commitments; provided (c) the Swingline Lender’s U.S./Canadian Revolving Facility Credit Exposure would exceed its U.S./Canadian Revolving Facility Commitment; or (d) the U.S. Revolving Facility Credit Exposure would exceed the U.S. Borrowing Base; provided; that no the Swingline Lender shall will not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower U.S. Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b2) To request a Swingline Borrowing, the Borrower shall applicable U.S. Borrowers will notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) email or facsimile), not later than 11:00 a.m.2:00 p.m., New York City time time, on the day of the a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall will be irrevocable and shall will specify (i) the requested (a) date (which shall will be a Business Day), ) and (iib) the amount of the requested Swingline Borrowing, (iii) . The Swingline Lender will consult with the term Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall will make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a2.02(2) on the proposed date thereof by wire transfer of immediately available funds by 3:00 5:00 p.m., New York City time, to the account of the Borrower applicable Borrowers (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e2.05(5), by remittance to the applicable Issuing Bank); provided that the Swingline Lender will not be obligated to make any Swingline Loan at any time when any Lender is at such time a Defaulting Lender, unless the Swingline Lender (i) is satisfied in its reasonable discretion that the related exposure will be 100% covered by the applicable Revolving Facility Commitments of the non-Defaulting Lenders pursuant to clause (3) below or (ii) has otherwise entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender. (c3) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, Day require the Revolving Lenders with U.S./Canadian Revolving Facility Lenders Commitments to acquire participations by 2:00 p.m. on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall will specify the aggregate amount of such Swingline Loans in which the applicable Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Revolving Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall will not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or reduction or termination of the Commitments, and that each such payment shall will be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender with U.S./Canadian Revolving Facility Lender shall Commitments will comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall will apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall will promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. . (4) The Administrative Agent shall will notify the Borrower Holdings of any participations in any Swingline Loan acquired pursuant to this paragraph (c3), and thereafter payments by the Borrower in respect of such Swingline Loan shall will be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower Borrowers (or any other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall will be promptly remitted promptly to the Administrative Agent; Agent and any such amounts received by the Administrative Agent shall will be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall will be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall (3) will not relieve the Borrower Borrowers of any default in the payment thereof. (5) If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs at a time when Extended Commitments are in effect, then (i) on such Maturity Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Maturity Date) or refinanced with a borrowing of an Extension pursuant to Section 2.22; provided that, if on the occurrence of the such Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.05), there shall exist sufficient unutilized Extended Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Commitments which will remain in effect after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the Extended Commitments and such Swingline Loans shall not be so required to be repaid in full on such Maturity Date.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each any Swingline Lender agrees to may in its sole discretion, in reliance upon the agreements of the Lenders set forth in this Section 2.03, make loans (each such loan, a “Swingline Loans Loan”), denominated in Dollars, to the Borrower Borrowers from time to time on any Business Day during the Availability Period in U.S. Dollars, applicable to Extending Lenders in an aggregate principal amount not to exceed at any time outstanding the amount of such Swingline Lender’s Swingline Sublimit; provided that will after giving effect to any Swingline Loan, (i) such Swingline Loan, when aggregated with the Revolving Credit Exposure of the Lender acting as such Swingline Lender, shall not result in exceed such Lender’s Commitment, (xii) the aggregate principal amount of all outstanding Swingline Loans exceeding the Swingline Commitment, shall not exceed $50,000,000 and (yiii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Total Revolving Facility Credit Exposure exceeding shall not exceed the total Revolving Facility Aggregate Commitments; and provided further that no Swingline Lender a Borrower shall be required to make a not use the proceeds of any Swingline Loan to refinance an any outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Subject to Section 2.03(c)(ii), each Swingline Loans Loan shall bear interest at a rate that is mutually agreeable to the applicable Swingline Lender and the applicable Borrower at the time such Borrower delivers a Swingline Borrowing Request for a Swingline Loan to such Swingline Lender (the “Agreed Swingline Rate”). Immediately upon the making of a Swingline Loan, each Lender shall be ABR Loans under this Agreementdeemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage multiplied by the amount of such Swingline Loan. (b) To request a Swingline Borrowing, the a Borrower shall notify the applicable Swingline Lenders Lender and the Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.2:00 p.m., New York City time time, on the day of the a proposed Swingline Borrowing. Each such notice and telephonic Swingline Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or by facsimile transmission or electronic transmission (in .pdf format) to the applicable Swingline Lender and the Administrative Agent of a written Swingline Borrowing Request signed by the Borrower requesting the Swingline Borrowing. Each such telephonic and written Swingline Borrowing Request shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day), ) and (ii) the amount of the requested Swingline Borrowing, (iii) which shall be an integral multiple of $500,000 and not less than $1,000,000. Upon receiving a Swingline Borrowing Request, the term of applicable Swingline Lender may, in its sole discretion, either reject such request or agree to make such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each it being understood that no Swingline Lender shall be under any obligation to make each any Swingline Loan to be any Borrower at any time. If a Swingline Lender agrees to make a Swingline Loan to any Borrower, it shall make such Swingline Loan available to such Borrower by means of a credit (if JPMorgan is the applicable Swingline Lender) to the general deposit account of such Borrower with the Administrative Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 3.01(e), by it hereunder in accordance with Section 2.02(aremittance to the applicable Issuing Bank) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Borrowing. (i) Any Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably authorize such Swingline Lender to so request on their behalf), that each Lender make an ABR Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swingline Loans made by such Swingline Lender then outstanding. Any such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.02 (without regard to the minimum and multiples specified in Section 2.01 for the principal amount of ABR Borrowings) and the conditions set forth in Section 5.02. The applicable Swingline Lender shall furnish the Borrowers with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent, for the account of the applicable Swingline Lender, by wire transfer of immediately available funds, by 1:00 p.m., New York City time, on the day specified in such Borrowing Request, to the account of the Borrower (orAdministrative Agent most recently designated by it for such purpose by notice to the Lenders, in the case of a Swingline Borrowing made whereupon, subject to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e2.03(c)(ii), by remittance each Lender that so makes funds available shall be deemed to have made an ABR Loan to the applicable Issuing Bank)Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swingline Lender. (cii) A If for any reason any Swingline Loan cannot be refinanced by a Borrowing of Revolving Credit Loans in accordance with Section 2.03(c)(i), the request for ABR Loans submitted by a Swingline Lender may as set forth in Section 2.03(c)(i) shall be deemed to be a request by written notice given such Swingline Lender that each of the Lenders fund its risk participation in the relevant Swingline Loan and each such Lender’s payment to the Administrative Agent (and to for the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount account of such Swingline Loans Lender pursuant to Section 2.03(c)(i) shall be deemed payment in which the Revolving Facility Lenders will participate. Promptly upon receipt respect of such notice, participation. From and after the Administrative Agent will give notice thereof date when the Lenders are required to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay make funds available to the Administrative Agent for the account of the applicable Swingline Lender for the purpose of funding the Lenders’ risk participations in any Swingline Loans made by such Swingline Lender, such Swingline Loans shall bear interest at the rate applicable to ABR Revolving Facility Credit Borrowings as provided in Section 2.10(a) rather than the applicable Agreed Swingline Rate. (iii) If any Lender fails to make available to the Administrative Agent for the account of any Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), then such Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by such Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Swingline Lender in connection with the foregoing. If such Lender pays such amount, the amount so paid (excluding the interest and fees referred to in the immediately preceding sentence) shall constitute such Lender’s Revolving Facility Percentage Loan included in the relevant Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of such the applicable Swingline Loan or Loans. Lender submitted to any Lender (through the Administrative Agent), with respect to any amounts owing under this Section 2.03(c)(iii) shall be conclusive absent manifest error. (iv) Each Revolving Facility Lender acknowledges and agrees that its respective Lender’s obligation to acquire make Revolving Credit Loans or to purchase and fund risk participations in Swingline Loans pursuant to this paragraph is Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the applicable Swingline Lender, the applicable Borrower or any other Person for any reason whatsoever, including (B) the occurrence and or continuance of a Default Default, or reduction (C) any other occurrence, event or termination condition, whether or not similar to any of the Commitments, and foregoing; provided that each such payment Lender’s obligation to make Revolving Credit Loans (but not fund risk participations) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02. Funding of risk participations in accordance with this Section shall be not relieve or otherwise impair the obligation of any Borrower to repay Swingline Loans made without any offsetto it, abatement, withholding or reduction whatsoever. Each Revolving Facility together with interest as provided herein. (v) For the avoidance of doubt no Non-Extending Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 have any Swingline Exposure with respect to Loans any Swingline Loan made by such Revolving Facility on or after the Existing Maturity Date. (i) At any time after any Lender (has purchased and Section 2.06 shall applyfunded a risk participation in a Swingline Loan, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to if the applicable Swingline Lender receives any payment on account of such Swingline Loan, such Swingline Lender will distribute to such Lender its Applicable Percentage thereof in the amounts so same funds as those received by it such Swingline Lender. (ii) If any payment received by the applicable Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by such Swingline Lender under any of the circumstances described in Section 11.19 (including pursuant to any settlement entered into by such Swingline Lender in its discretion), each Lender shall pay to such Swingline Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the Revolving Facility Lendersdate of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Effective Rate. The Administrative Agent shall notify will make such demand upon the Borrower request of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. (e) Each Swingline Lender from shall be responsible for invoicing the applicable Borrower (or any other party for interest on behalf of the Borrower) in respect of a Swingline Loan after receipt Loans made by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments Borrower. Until each Lender funds its ABR Loan or risk participation pursuant to this paragraph and Section 2.03 with respect to any Swingline Loan, interest in respect of such Applicable Percentage shall be solely for the account of the applicable Swingline Lender, as their interests may appear; provided that . (f) Each Borrower shall make all payments of principal and interest in respect of each Swingline Loan made to it by any such payment so remitted shall be repaid Swingline Lender directly to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofaccordance with Section 2.07.

Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower Borrowers (provided that Subsidiary Borrowers which are Foreign Subsidiaries may only borrow Swingline Foreign Currency Loans) from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans Exposure exceeding the Swingline Commitment$40,000,000, (yii) the outstanding Swingline Loans sum of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments, or (iii) the Dollar Equivalent of the aggregate amount of all Swingline Foreign Currency Loans exceeding $20,000,000; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All ; provided, that except as the Swingline Lender may otherwise agree, there shall not at any time be more than a total of four Swingline Foreign Currency Loans shall be ABR Loans under this Agreementoutstanding. (b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.4:00 pm, New York City time time, on the day of the a proposed Swingline BorrowingLoan in the case of Swingline Dollar Loans and not later than 10:00 a.m., Local Time, on the day of any other proposed Swingline Loan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) whether such Swingline Loan is to be denominated in Dollars or a Foreign Currency, (iii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number identity of the Borrower’s account to which funds are Applicable Borrower and (v) in the case of a Swingline Borrowing denominated in a Foreign Currency, the Interest Period requested to be disbursedapplicable thereto, which shall be a period contemplated by clause (b) of the definition of the term “Interest Period.” The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Applicable Borrower by means of a credit to the general deposit account of the Applicable Borrower with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank)) by 5:00 p.m., Local Time, on the requested date of such Swingline Loan. Notwithstanding the foregoing, with respect to Swingline Loans in currencies which become Foreign Currencies after the date hereof pursuant to the definition of “Foreign Currency”, related request periods and borrowing increments shall be as agreed to by the Borrower, the Administrative Agent and the Swingline Lender. (c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate, and such amount of Swingline Loans, if denominated in Foreign Currency, shall be converted to Dollars and shall bear interest at the Alternate Base Rate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Swingline Loans. (a) Subject to the terms and conditions herein set forth hereinforth, each the Swingline Lender agrees to make Swingline Loans loans to the Borrower Borrowers at any time and from time to time during on or after the Availability Period in U.S. DollarsClosing Date and until the termination of its Swingline Commitment, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding all Swingline Loans exceeding $50,000,000 in the Swingline Commitmentaggregate, (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate Revolving Facility Credit Exposure exceeding the total Total Revolving Facility CommitmentsCredit Commitment or (iii) the Revolving Credit Exposure attributable to the Subsidiary Borrower exceeding the Subsidiary Borrower Sublimit; provided that no notwithstanding the foregoing, the Swingline Lender shall not be required obligated to make any Swingline Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements reasonably satisfactory to it and the US Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of Swingline Loans. Each Swingline Loan shall be in a principal amount that is an integral multiple of $250,000. The Swingline Commitment may be terminated or reduced from time to refinance an outstanding Swingline Borrowingtime as provided herein. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrower Borrowers may borrow, pay or prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementhereunder, subject to the terms, conditions and limitations set forth herein. (b) To request a Swingline Borrowing, the The relevant Borrower shall notify the Swingline Lenders of such request Lender by fax, or by telephone (promptly confirmed by a Swingline Borrowing Request by telecopy) fax), not later than 11:00 a.m., New York City time 1:00 p.m. on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan available to be made such requesting Borrower by it hereunder in accordance with Section 2.02(a) means of a credit to an account designated by the relevant Borrower promptly on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan is so requested. (c) A Each Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or fax notice by such Borrower (or telephone notice promptly confirmed by written, or fax notice) to the Swingline Lender before 1:00 p.m. on the date of prepayment at the Swingline Lender’s address for notices specified in Section 9.01; provided that any such notice delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a). (e) The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 11:00 a.m. on any Business Day, Day require the Revolving Facility Credit Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Credit Lenders will participate. Promptly The Administrative Agent will, promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Credit Lender, specifying in such notice such Lender’s Revolving Facility Pro Rata Percentage of such Swingline Loan or LoansLoan. Each In furtherance of the foregoing, each Revolving Facility Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Credit Lender’s Revolving Facility Pro Rata Percentage of such Swingline Loan or LoansLoan. Each Revolving Facility Credit Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination an Event of the CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.02(c) with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), ) and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Credit Lenders. The Administrative Agent shall notify the US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the relevant Borrower (or any other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall and be remitted promptly distributed by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the relevant Borrower (or other party liable for obligations of the Borrowers) of any default in the payment thereof.