Common use of The Swing Line Loans Clause in Contracts

The Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such timeLender, plus such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations at such timeObligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit CommitmentCommitment then in effect; and provided further that further, that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such timeLender, plus such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations at such timeObligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit CommitmentCommitment then in effect; and provided further that provided, further, that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line Loans. Subject (a) The Swing Line Bank hereby agrees, subject to the limitations set forth below with respect to the maximum amount of Swing Line Loans permitted to be outstanding from time to time and subject to the other terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements to make a portion of the other Lenders set forth in this Section 2.04, may, in its sole discretion, make loans (each such loan, a “Swing Line Loan”) Revolving Loan Commitments available to the Borrower from time to time on any during the period from the Business Day during immediately following the Availability Period Closing Date to but excluding the second day prior to the Termination Date by making Swing Line Loans to the Borrower in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan Commitment (as defined below) to be used for the purposes identified in Section 2.08(a), notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Swing Line Bank's outstanding Revolving Credit Percentage Loans may exceed its Revolving Loan Commitment. The Swing Line Bank's commitment to make Swing Line Loans to the Borrower pursuant to this Section 2.02(a) is herein called its "SWING LINE LOAN COMMITMENT," and the original amount of the Outstanding Amount Swing Line Loan Commitment is $5,000,000 and may not be increased without the consent of the Swing Line Bank and the Required Banks. Amounts borrowed under this Section 2.02(a) may be repaid and reborrowed to but excluding the second day prior to the Termination Date on which second day all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full by the Borrower. Anything contained in this Agreement to the contrary notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment shall be subject to the following limitations in the amounts and during the periods indicated: (i) in no event shall the Total Utilization of Revolving Credit Loans and L/C Obligations Loan Commitments exceed the Total Revolving Loan Commitments then in effect; (ii) any reduction of the Lender acting as Revolving Loan Commitments made pursuant to Section 4.01 and Section 4.02 that reduces the aggregate Revolving Loan Commitments to an amount less than the then current amount of the Swing Line Lender, may exceed Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to the amount of such Lender’s the Revolving Credit CommitmentLoan Commitments, as so reduced, without any further action on the part of the Swing Line Bank; providedand (iii) Anything contained in this Agreement to the contrary notwithstanding, howeverthe Swing Line Loans and the Swing Line Loan Commitment shall be subject to the limitation that for 30 consecutive days during any twelve-month period the Revolving Loan Commitments must exceed the Total Utilization of Revolving Loan Commitments by at least $10,000,000. (b) Whenever the Borrower desires that the Swing Line Bank make a Swing Line Loan under Section 2.02(a), it shall deliver to the Swing Line Bank a Notice of Swing Line Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date (which shall be a Business Day). The Notice of Swing Line Borrowing shall specify (i) the proposed Funding Date, (ii) the amount of the Swing Line Loan requested (which shall be in the amount of $100,000 and integral multiples of $10,000 in excess thereof) and (iii) that the Total Utilization of Revolving Loan Commitments (after giving effect to any Swing Line Loan, (ithe proposed borrowing) does not exceed the Total Revolving Credit Outstandings shall not exceed Loan Commitments then in effect. In lieu of delivering the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount above-described Notice of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereofBorrowing, the Borrower may borrow give the Agent telephonic notice by the required time of any proposed borrowing of Swing Line Loans under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each 2.02; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Swing Line Loan shall bear interest only at a rate based Borrowing to the Agent on or prior to the Base Rate. Immediately upon Funding Date of the making requested Loans, which Notice of a Swing Line LoanBorrowing may be given by facsimile. (c) With respect to any Swing Line Loans that have not been voluntarily prepaid by the Borrower pursuant to Section 4.02, the Swing Line Bank may at any time (without regard to whether an Event of Default has occurred and is continuing) in its sole and absolute discretion, deliver to each Revolving Credit Lender Bank (with a copy to the Borrower), no later than 12:00 Noon (New York City time) at least one Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from to be a Notice of Revolver Borrowing given by the Swing Line Lender a risk participation in Borrower) requesting Banks to make Revolving Loans that are Base Rate Loans on such Swing Line Loan Funding Date in an aggregate amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line LoanLoans (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given that the Swing Line Bank requests the Banks to prepay. Each Bank (other than the Swing Line Bank) shall make the amount of its Revolving Loan available to the Agent by depositing the amount thereof in same day funds at the Agent's Payment Office on the next Business Day. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made by the Banks other than the Swing Line Bank shall be delivered immediately to the Swing Line Bank (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, the Swing Line Bank's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Bank and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Bank but shall be outstanding as Revolving Loans and shall be due under the Revolving Note of the Swing Line Bank in its capacity as a Bank. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Bank should be recovered by or on behalf of the Borrower from the Swing Line Bank in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks in the manner contemplated by Section 11.07. If, as a result of any bankruptcy or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to this Section 2.02(c) in an amount sufficient to repay any amounts owed to the Swing Line Bank in respect of any outstanding Swing Line Loans or if the Swing Line Bank shall so request each Bank for any reason, the Swing Line Bank shall be deemed to have sold without recourse or representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day's notice from the Swing Line Bank, each Bank (other than the Swing Line Bank) shall deliver to the Swing Line Bank an amount equal to its respective participation in same day funds at the Agent's Payment Office. In the event any such Bank fails to make available to the Swing Line Bank the amount of such Bank's participation as provided in this paragraph, the Swing Line Bank shall be entitled to recover such amount on demand from such Bank together with interest thereon at the Base Lending Rate in effect from time to time.

The Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, Lender may, in its sole discretiondiscretion (subject to Section 2.05(b)), make Swing Line loans in Dollars or such other currency as may be agreed to by the Administrative Agent (each such loan, a “"Swing Line Loan”") to the any Borrower from time to time on any Business Day during the Availability Period period from the Closing Date to the Swing Line Termination Date in accordance with the procedures set forth in this Section 2.05 in an aggregate amount Equivalent Amount at any one time outstanding not to exceed at any time outstanding the least of (x) the aggregate available amount of the Revolving Loan Commitments, (y) $8,000,000 (the "Swing Line SublimitCommitment Amount") and (z) the Borrowing Base, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Swing Line Lender's outstanding Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and its Pro Rata Share of L/C Obligations of the Lender acting as Swing Line LenderObligations, may exceed the Swing Line Lender's Pro Rata Share of the aggregate amount of such Lender’s the Revolving Credit CommitmentLoan Commitments; provided, however, provided that after giving effect to any Swing Line Loan, at no time shall the sum of (i) the Total Effective Amount of all outstanding Revolving Credit Outstandings shall not exceed Loans (including for the Revolving Credit Facility at such time, and purposes hereof Swing Line Loans) plus (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Effective Amount of all L/C Obligations at such exceed the lesser of (a) the Aggregate Revolving Loan Commitment and (b) the Borrowing Base. Upon the approval of the Administrative Agent, the Swing Line Commitment Amount may be subdivided, from time to time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage into commitments of one or more specified branches of the Outstanding Amount of all Swing Line Lender so that Swing Line Loans may be made available by the Swing Line Lender through such branch in local currencies and at local times in an aggregate amount for such time branch not to exceed its designated portion of the Swing Line Commitment Amount, provided that the aggregate of such subdivided commitments shall not exceed such Lender’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line LoanCommitment Amount. Within the foregoing limits, and subject Subject to the other terms and conditions hereof, the a Borrower may borrow under this Section 2.042.05(a), prepay under pursuant to Section 2.052.05(d), and reborrow under pursuant to this Section 2.04. Each 2.05(a) from time to time; provided that the Swing Line Lender shall not be obligated to make any Swing Line Loan. (b) The Borrower Representative shall provide the Administrative Agent and the Swing Line Lender irrevocable written notice (or notice by a telephone call confirmed promptly by facsimile) of any Swing Line Loan shall bear interest requested hereunder (which notice must be received by the Swing Line Lender prior to the Requisite Time (with a copy to the Administrative Agent)) specifying (i) the amount to be borrowed and the currency requested, (ii) the identity of the Borrower, and (iii) the requested Borrowing Date, which must be a Business Day. Upon receipt of such notice, the Swing Line Lender will promptly confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such notice from the relevant Borrower and, if not, the Swing Line Lender will provide the Administrative Agent with a copy thereof. If and only at a rate based if the Administrative Agent notifies the Swing Line Lender on the Base Rate. Immediately upon proposed Borrowing Date that it may make available to the making relevant Borrower the amount of a the requested Swing Line Loan, each Revolving Credit Lender shall be deemed tothen, subject to the terms and hereby irrevocably and unconditionally agrees toconditions hereof, purchase from the Swing Line Lender a risk participation in such may make the amount of the requested Swing Line Loan in an amount equal available to the product relevant Borrower by crediting the account of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the relevant Borrower on the books of Bank of America with the amount of such Swing Line Loan. The Administrative Agent will not so notify the Swing Line Lender if the Administrative Agent has knowledge that (A) the limitations set forth in the proviso set forth in the first sentence of Section 2.05(a) are being violated or would be violated by such Swing Line Loan or (B) one or more conditions specified in Article V is not then satisfied. Each Swing Line Loan shall be in a Minimum Amount. (c) Principal of and accrued interest on each Swing Line Loan shall be due and payable (i) on demand made by the Swing Line Lender at any time upon one Business Day's prior notice to the relevant Borrower furnished at or before the Requisite Time, and (ii) in any event on the Swing Line Termination Date. Interest on Swing Line Loans shall be for the sole account of the Swing Line Lender (except to the extent that the other Lenders have funded the purchase of their respective participations therein pursuant to Section 2.05(e)). (d) A Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Line Loan, without incurring any premium or penalty; provided that (i) each such voluntary prepayment shall require prior written notice given to the Administrative Agent and the Swing Line Lender no later than the Requisite Time on the day on which the relevant Borrower intends to make a voluntary prepayment, and (ii) each such voluntary prepayment shall be a Minimum Amount (or the aggregate outstanding principal amount of all Swing Line Loans then outstanding). Voluntary prepayments of Swing Line Loans shall be made by the relevant Borrower to the Swing Line Lender at such office as the Swing Line Lender may designate by notice to the Borrower Representatives from time to time. All such payments shall be made as set forth in Section 2.13(a) no later than the Requisite Time (and any payment received later than such time shall be deemed to have been received on the next Business Day). The Swing Line Lender will promptly notify the Administrative Agent of the amount of each prepayment of Swing Line Loans. (e) If (i) any Swing Line Loan shall remain outstanding at 11:00 a.m. (Charlotte, North Carolina time) on the Business Day immediately prior to a Business Day on which Swing Line Loans are due and payable pursuant to Section 2.05(c) and by such time on such Business Day the Administrative Agent shall have received neither (A) a Notice of Borrowing delivered pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to Section 2.01 on such following Business Day in an amount at least equal to the aggregate principal amount of such Swing Line Loans, nor (B) any other notice indicating the relevant Borrower's intent to repay such Swing Line Loans with funds obtained from other sources, or (ii) any Swing Line Loans shall remain outstanding during the existence of a Default or Event of Default and the Swing Line Lender shall in its sole discretion notify the Administrative Agent that the Swing Line Lender desires that such Swing Line Loans be converted into Revolving Loans, then the Administrative Agent shall be deemed to have received a Notice of Borrowing from the relevant Borrower pursuant to Section 2.03 requesting that Base Rate Loans be made pursuant to Section 2.01 on the following Business Day in an amount equal to the aggregate amount of such Swing Line Loans, and the procedures set forth in Section 2.03(c) shall be followed in making such Base Rate Loans; provided that such Base Rate Loans shall be made notwithstanding the relevant Borrower's failure to comply with Section 5.02; and provided, further, that if a Borrowing of Revolving Loans becomes legally impractical and if so required by the Swing Line Lender at the time such Revolving Loans are required to be made by the Revolving Lenders in accordance with this Section 2.05(e), each Revolving Lender agrees that in lieu of making Revolving Loans as described in this Section 2.05(e), such Revolving Lender shall purchase a participation from the Swing Line Lender in the applicable Swing Line Loans in an amount equal to such Lender's Pro Rata Share of such Swing Line Loans, and the procedures set forth in Section 2.03(c) shall be followed in connection with the purchases of such participations. The proceeds of such Base Rate Loans (or participations purchased) shall be delivered by the Administrative Agent to the Swing Line Lender to repay such Swing Line Loans (or as payment for such participations). A copy of each notice given by the Administrative Agent to the Revolving Lenders pursuant to this Section 2.05(e) with respect to the making of Revolving Loans, or the purchases of participations, shall be promptly delivered by the Administrative Agent to the relevant Borrower. Each Revolving Lender's obligation in accordance with this Agreement to make the Revolving Loans, or purchase the participations, as contemplated by this Section 2.05(e), shall be absolute and unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the relevant Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect; or (3) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

The Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, Lender agrees to make loans (each such loan, a “Swing Line Loan”) Loans to the Borrower Company denominated in Dollars from time to time on any Business Day during prior to the Availability Period Termination Date in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding $20,000,000 (the amount of the "Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment"); provided, however, that after giving effect to any such Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Effective Amount of all Loans, Swing Line Loans and the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Effective Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage time would not exceed the aggregate Available Commitments of all of the Outstanding Amount of all Lenders at such time. Prior to the Termination Date, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall bear interest at such time shall not exceed such Lender’s Revolving Credit Commitmentthe Swing Line Rate. (b) The Company may borrow under the Swing Line Commitment on any Business Day until the Termination Date; and provided further provided, that the Borrower Company shall not use give the Swing Line Lender irrevocable written notice signed by a Responsible Officer or an authorized designee (which notice must be received by the Swing Line Lender prior to 12:00 p.m. (Chicago time)) with a copy to the Agent specifying the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Company in immediately available funds at the office of the Swing Line Lender by 1:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 a.m. (Chicago time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (c) If any Swing Line Loan to refinance any shall remain outstanding Swing Line Loan. Within at 11:00 a.m. (Chicago time) on the foregoing limits, and subject to fifth Business Day following the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each date of such Swing Line Loan shall bear interest only at a rate based or on the Base Rate. Immediately upon last Business Day of the making month of a such Swing Line Loan, each and if by such time on such Business Day the Agent shall have received neither (i) a Notice of Borrowing delivered by the Company pursuant to Section 2.03 requesting that Revolving Credit Lender shall Loans be deemed tomade pursuant to Section 2.01 on the immediately succeeding Business Day in an amount at least equal to the principal amount of such Swing Line Loan nor (ii) any other notice satisfactory to the Agent indicating the Company's intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, and hereby irrevocably and unconditionally agrees to, purchase from then on such Business Day the Swing Line Lender a risk participation in such shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Agent to notify each Revolving Lender to make a Base Rate Loan in an amount equal to such Revolving Lender's Pro Rata Share of (A) in the product case of such a request which is required to be made, the amount of the relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given; provided, that absent notice by the Company to the contrary by such time on such fifth Business Day, the Company shall be deemed to have requested, at the end of such five Business Day period, that each outstanding Swing Line Loan be extended for an additional period of five Business Days, so long as the conditions specified in Section 5.02 would be satisfied at the beginning of each such additional period, treating each such extension as if it were the making of a new Loan. Unless any of the events described in subsection 9.01(f) or (g) shall have occurred with respect to the Company (in which event the procedures of paragraph (e) of this Section 2.04 shall apply) each Revolving Lender shall make the proceeds of its Revolving Loan available to the Agent for the account of the Swing Line Lender at the Agent's Payment Office in funds immediately available prior to 1:00 p.m. (Chicago time) 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 outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender’s Applicable Revolving Credit Percentage times , promptly following the Swing Line Lender's demand, the amount of its outstanding Swing Line Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to noon (Chicago time) on the day immediately preceding the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Revolving Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied. (e) If prior to the making of a Revolving Loan required to be made by Section 2.04(c) an Event of Default described in subsection 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Company, each Revolving Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in Section 2.04(c), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Revolving Lender will immediately transfer to the Agent for the benefit of the Swing Line Lender, in immediately available funds, the amount of its participation. (f) Whenever, at any time after a Revolving Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to the Agent for delivery to each Revolving Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Agent for delivery to the Swing Line Lender any portion thereof previously distributed by the Agent or the Swing Line Lender to it. (g) Each Lender's obligation to make the Revolving Loans referred to in subsection 2.04(c) and to purchase participating interests pursuant to subsection 2.04(e) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or the Company may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

The Swing Line Loans. Subject (A) The Swing Line Bank hereby agrees, subject to the limitations set forth below with respect to the maximum amount of Swing Line Loans permitted to be outstanding from time to time and subject to the other terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements to make a portion of the other Lenders set forth in this Section 2.04, may, in its sole discretion, make loans (each such loan, a “Swing Line Loan”) Revolving Loan Commitments available to the Borrower from time to time on any during the period from the Business Day during immediately following the Availability Period Effective Date to but excluding the second day prior to the Termination Date by making Swing Line Loans to the Borrower in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan Commitment (as defined below) to be used for the purposes identified in Section 2.08(a), notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Swing Line Bank's outstanding Revolving Credit Percentage Loans may exceed its Revolving Loan Commitment. The Swing Line Bank's commitment to make Swing Line Loans to the Borrower pursuant to this Section 2.02(a) is herein called its "SWING LINE LOAN COMMITMENT," and the original amount of the Outstanding Amount Swing Line Loan Commitment is $10,000,000 and may not be increased without the consent of the Swing Line Bank and the Required Banks. Amounts borrowed under this Section 2.02(a) may be repaid and reborrowed to but excluding the second day prior to the Termination Date on which second day all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full by the Borrower. Anything contained in this Agreement to the contrary notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment shall be subject to the following limitations in the amounts and during the periods indicated: (i) in no event shall the Total Utilization of Revolving Credit Loans and L/C Obligations Loan Commitments exceed the Total Revolving Loan Commitments then in effect; and (ii) any reduction of the Lender acting as Revolving Loan Commitments made pursuant to Section 4.02 that reduces the aggregate Revolving Loan Commitments to an amount less than the then current amount of the Swing Line Lender, may exceed Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to the amount of such Lender’s the Revolving Credit Commitment; providedLoan Commitments, howeveras so reduced, without any further action on the part of the Swing Line Bank. (B) Whenever the Borrower desires that the Swing Line Bank make a Swing Line Loan under Section 2.02(a), it shall deliver to the Swing Line Bank a Notice of Swing Line Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date (which shall be a Business Day). The Notice of Swing Line Borrowing shall specify (i) the proposed Funding Date, (ii) the amount of the Swing Line Loan requested (which shall be in the amount of $100,000 and integral multiples of $10,000 in excess thereof) and (iii) that the Total Utilization of Revolving Loan Commitments (after giving effect to any Swing Line Loan, (ithe proposed borrowing) does not exceed the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount Loan Commitments then in effect. In lieu of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.delivering the

The Swing Line Loans. Subject (A) The Swing Line Bank hereby agrees, subject to the limitations set forth below with respect to the maximum amount of Swing Line Loans permitted to be outstanding from time to time and subject to the other terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements to make a portion of the other Lenders set forth in this Section 2.04, may, in its sole discretion, make loans (each such loan, a “Swing Line Loan”) Revolving Loan Commitments available to the Borrower from time to time on any during the period from the Business Day during immediately following the Availability Period Effective Date to but excluding the second day prior to the Termination Date by making Swing Line Loans to the Borrower in an aggregate amount not to exceed at any time outstanding exceeding the amount of the Swing Line SublimitLoan Commitment (as defined below) to be used for the purposes identified in Section 2.08(a), notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Swing Line Bank's outstanding Revolving Credit Percentage Loans may exceed its Revolving Loan Commitment. The Swing Line Bank's commitment to make Swing Line Loans to the Borrower pursuant to this Section 2.02(a) is herein called its "SWING LINE LOAN COMMITMENT," and the original amount of the Outstanding Amount Swing Line Loan Commitment is $15,000,000 and may not be increased without the consent of the Swing Line Bank and the Required Banks. Amounts borrowed under this Section 2.02(a) may be repaid and reborrowed to but excluding the second day prior to the Termination Date on which second day all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full by the Borrower. Anything contained in this Agreement to the contrary notwithstanding, the Swing Line Loans and the Swing Line Loan Commitment shall be subject to the following limitations in the amounts and during the periods indicated: (i) in no event shall the Total Utilization of Revolving Credit Loans and L/C Obligations Loan Commitments exceed the Total Revolving Loan Commitments then in effect; and (ii) any reduction of the Lender acting as Revolving Loan Commitments made pursuant to Section 4.02 that reduces the aggregate Revolving Loan Commitments to an amount less than the then current amount of the Swing Line Lender, may exceed Loan Commitment shall result in an automatic corresponding reduction of the Swing Line Loan Commitment to the amount of such Lender’s the Revolving Credit Commitment; providedLoan Commitments, howeveras so reduced, without any further action on the part of the Swing Line Bank. (B) Whenever the Borrower desires that the Swing Line Bank make a Swing Line Loan under Section 2.02(a), it shall deliver to the Swing Line Bank a Notice of Swing Line Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date (which shall be a Business Day). The Notice of Swing Line Borrowing shall specify (i) the proposed Funding Date, (ii) the amount of the Swing Line Loan requested (which shall be in the amount of $100,000 and integral multiples of $10,000 in excess thereof) and (iii) that the Total Utilization of Revolving Loan Commitments (after giving effect to any Swing Line Loan, (ithe proposed borrowing) does not exceed the Total Revolving Credit Outstandings shall not exceed Loan Commitments then in effect. In lieu of delivering the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount above-described Notice of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereofBorrowing, the Borrower may borrow give the Agent telephonic notice by the required time of any proposed borrowing of Swing Line Loans under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each 2.02; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Swing Line Loan shall bear interest only at a rate based Borrowing to the Agent on or prior to the Base Rate. Immediately upon Funding Date of the making requested Loans, which Notice of a Swing Line LoanBorrowing may be given by facsimile. (C) With respect to any Swing Line Loans that have not been voluntarily prepaid by the Borrower pursuant to Section 4.02, the Swing Line Bank may at any time (without regard to whether an Event of Default has occurred and is continuing) in its sole and absolute discretion, deliver to each Revolving Credit Lender Bank (with a copy to the Borrower), no later than 12:00 Noon (New York City time) at least one Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from to be a Notice of Revolver Borrowing given by the Swing Line Lender a risk participation in Borrower) requesting Banks to make Revolving Loans that are Base Rate Loans on such Swing Line Loan Funding Date in an aggregate amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line LoanLoans (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given that the Swing Line Bank requests the Banks to prepay. Each Bank (other than the Swing Line Bank) shall make the amount of its Revolving Loan available to the Agent by depositing the amount thereof in same day funds at the Agent's Payment Office on the next Business Day. Anything contained in this Agreement to the contrary notwithstanding, (i) the proceeds of such Revolving Loans made by the Banks other than the Swing Line Bank shall be delivered immediately to the Swing Line Bank (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (ii) on the day such Revolving Loans are made, the Swing Line Bank's Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Bank and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Bank but shall be outstanding as Revolving Loans and shall be due under the Revolving Note of the Swing Line Bank in its capacity as a Bank. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Bank should be recovered by or on behalf of the Borrower from the Swing Line Bank in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks in the manner contemplated by Section 11.07.

The Swing Line Loans. Subject to the terms and conditions set forth herein, the KeyBank, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings Exposure shall not exceed the aggregate Revolving Credit Facility at such time, Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such timeLender, plus such Revolving Credit Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the #4865-3972-4350v17 Outstanding Amount of all L/C Obligations at such timeObligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such LenderXxxxxx’s Revolving Credit CommitmentCommitment then in effect; and provided further provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit LenderXxxxxx’s Applicable Revolving Credit Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line Loans. Subject to the terms and conditions set forth herein, the KeyBank, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”) to the Borrower ), from time to time on any Business Day during the Availability Period period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings Exposure shall not exceed the aggregate Revolving Credit Facility at such time, Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such timeLender, plus such Revolving Credit Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations at such timeObligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit CommitmentCommitment then in effect; and provided further provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, Lender agrees to make loans (each such loan, a “Swing Line Loan”) Loans to the Borrower Company denominated in Dollars or in an Offshore Currency from time to time on any Business Day during prior to the Availability Period Termination Date in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount a Dollar Equivalent of the Swing Line Sublimit, notwithstanding the fact $30,000,000; provided that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (i) after giving effect to any Swing Line Loan, (i) the Total Effective Amount of all Revolving Credit Outstandings Loans, Swing Line Loans and L/C Obligations at such time shall not exceed the Revolving Credit Facility Aggregate Commitment at such time, and (ii) the aggregate Outstanding Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan, (iii) the Effective Amount of all outstanding Offshore Currency Loans plus the Effective Amount of all outstanding Swing Line Loans denominated in Offshore Currencies shall not exceed the Offshore Currency Loan Sublimit and (iv) notwithstanding Section 2.01, the Effective Amount of the Revolving Credit Loans and Swing Line Loans of any Revolving Credit Lender at such timethe Swing Line Lender, plus such Revolving Credit Lender’s Applicable Percentage the participation of the Outstanding Swing Line Lender in the Effective Amount of all L/C Obligations at such timeObligations, plus such Revolving Credit Lendermay exceed JPMorgan’s Applicable Revolving Credit Percentage of Commitment so long as the Outstanding Amount of all condition set forth in the previous proviso is satisfied. Prior to the Termination Date, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitsin whole or in part, and subject to reborrowing, all in accordance with the other terms and conditions hereof, . All Swing Line Loans denominated in Dollars shall bear interest at the Borrower may borrow under this Section 2.04, prepay under Section 2.05, Base Rate plus the Applicable Margin for Base Rate Loans and reborrow under this Section 2.04shall not be entitled to be converted into Loans that bear interest at any other rate. Each Swing Line Loan denominated in an Offshore Currency shall bear interest only at a rate based on separately agreed to by the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, Company and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation Lender; provided that upon the purchase by the Lenders of participating interests in such Swing Line Loan pursuant to clause (e) below, such Swing Line Loan shall be redenominated in Dollars on the basis of the Spot Rate and shall thereafter bear interest at the Base Rate plus the Applicable Margin for Base Rate Loans. (b) The Company may borrow under the Swing Line Commitment on any Business Day until the Termination Date; provided that the Company shall give the Swing Line Lender irrevocable written notice signed by a Responsible Officer or an authorized designee (which notice must be received by the Swing Line Lender prior to (i) 2:00 p.m. on the requested borrowing date, in the case of a Swing Line Loan denominated in Dollars, or (ii) 10:30 a.m. three Business Days prior to the requested borrowing date, in the case of a Swing Line Loan denominated in an Offshore Currency (or, in each case, such other time as the Swing Line Lender and the Company may agree)) with a copy to the Administrative Agent specifying the amount of the requested Swing Line Loan, which shall be in a minimum Dollar Equivalent amount of $250,000 and an integral multiple of (x) if denominated in Dollars, $250,000, or (y) if denominated in an Offshore Currency, 250,000 units of such currency. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Company in immediately available funds at the office of the Swing Line Lender by 4:00 p.m. on the requested date of borrowing. The Company may, at any time and from time to time on any Business Day, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender, prior to 3:00 p.m. (A) in the case of a Swing Line Loan denominated in Dollars, on the date of prepayment, and (B) in the case of a Swing Line Loan denominated in an Offshore Currency, three Business Days prior to the date of prepayment, of the date, amount and currency of prepayment, with a copy to the Administrative Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in a minimum Dollar Equivalent amount of $250,000 and an integral multiple of (1) if denominated in Dollars, $250,000, and (2) if denominated in an Offshore Currency, 250,000 units of such currency. (c) If any Swing Line Loan shall remain outstanding at 11:00 a.m. on the earlier of (i) the 15th day following the date of such Swing Line Loan and (ii) the last day of a calendar month following the date such Swing Line Loan is made (so long as such day is at least two Business Days after such Swing Line Loan is made), and if by such time on such earlier day the Administrative Agent shall have received neither (x) a Notice of Borrowing delivered by the Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in an amount at least equal to the principal amount of such Swing Line Loan nor (y) any other notice satisfactory to the Administrative Agent indicating the Company’s intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, then on such Business Day the Swing Line Lender shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Administrative Agent to notify each Lender to make a Revolving Loan that is (A) in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times Pro Rata Share of the amount of such Swing Line Loan and (B) denominated in the Applicable Currency of such Swing Line Loan; provided that, if such Swing Line Loan is denominated in an Additional Offshore Currency for which a Borrowing of Revolving Loans would be unavailable pursuant to Section 2.06(c), such Swing Line Loan shall be redenominated in Dollars on the basis of the Spot Rate prior to the making of such Revolving Loans by the Lenders. Unless any of the events described in subsection 9.01(f) or (g) shall have occurred with respect to the Company (in which event the procedures of clause (e) of this Section 2.05 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent’s Payment Office in immediately available funds prior to 1:00 p.m. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. The Company shall pay to the Swing Line Lender in the Applicable Currency, promptly following the Swing Line Lender’s demand, the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 3:00 p.m. on the date of such requested Swing Line Loan, it has received a written notice from the Administrative Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied. (e) If prior to the making of a Revolving Loan required to be made pursuant to subsection 2.05(c) an Event of Default described in subsection 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Company, each Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in subsection 2.05(b), purchase a participating interest in each outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the Effective Amount of such Swing Line Loan; provided that, if such Swing Line Loan is denominated in an Additional Offshore Currency that would be unavailable for a Borrowing of Revolving Loans pursuant to Section 2.06(c), such Swing Line Loan shall be redenominated in Dollars on the basis of the Spot Rate immediately prior to such purchase. Each Lender will immediately transfer to the Administrative Agent for the benefit of the Swing Line Lender the amount of its participation in immediately available funds in the Applicable Currency. (f) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to the Administrative Agent for delivery to each 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 funded) and in the Applicable Currency; provided that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Administrative Agent for delivery to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (g) Each Lender’s obligation to make the Revolving Loans referred to in subsection 2.05(c) and to purchase participating interests pursuant to subsection 2.05(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Company may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

The Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, Lender agrees to make loans (each such loan, a “Swing Line Loan”) Loans to the Borrower Company denominated in Dollars from time to time on any Business Day during prior to the Availability Period Termination Date in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment$20,000,000; provided, however, that after giving effect to any such Swing Line Loan, (i) the Total Effective Amount of all Revolving Credit Outstandings shall Loans, Swing Line Loans and L/C Obligations at such time would not exceed the Revolving Credit Facility Aggregate Commitment at such time; provided, and (ii) further, that notwithstanding Section 2.01, the aggregate Outstanding Amount amount of the Revolving Credit Loans and Swing Line Loans of any Revolving Credit Lender at such timethe Swing Line Lender, plus such Revolving Credit Lender’s Applicable Percentage the participation of the Outstanding Swing Line Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations at such timeObligations, plus such Revolving Credit Lendermay exceed LaSalle’s Applicable Revolving Credit Percentage of Commitment so long as the Outstanding Amount of all condition set forth in the previous proviso is satisfied. Prior to the Termination Date, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall bear interest at such time the Base Rate and shall not exceed such Lender’s Revolving Credit Commitmentbe entitled to be converted into Loans that bear interest at any other rate. (b) The Company may borrow under the Swing Line Commitment on any Business Day until the Termination Date; and provided further provided, that the Borrower Company shall not use give the Swing Line Lender irrevocable written notice signed by a Responsible Officer or an authorized designee (which notice must be received by the Swing Line Lender prior to 3:00 p.m. (Chicago time)) with a copy to the Co-Administrative Agent specifying the amount of the requested Swing Line Loan, which shall be in a minimum amount of $250,000 or a whole multiple of $250,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Company in immediately available funds at the office of the Swing Line Lender by 4:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 3:00 p.m. (Chicago time) on any Business Day of the date and amount of prepayment with a copy to the Co-Administrative Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $250,000 or a whole multiple of $250,000 in excess thereof. (c) If any Swing Line Loan to refinance any shall remain outstanding Swing Line Loan. Within at 11:00 a.m. (Chicago time) on the foregoing limits, and subject to fifth day following the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each date of such Swing Line Loan and if by such time on such fifth day the Co-Administrative Agent shall bear interest only at have received neither (i) a rate based Notice of Borrowing delivered by the Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to Section 2.01 on the Base Rate. Immediately upon immediately succeeding Business Day in an amount at least equal to the making principal amount of a such Swing Line LoanLoan nor (ii) any other notice satisfactory to the Co-Administrative Agent indicating the Company’s intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from then on such Business Day the Swing Line Lender a risk participation in such shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Co-Administrative Agent to notify each Lender to make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of (A) in the product case of such a request which is required to be made, the amount of the relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given. Unless any of the events described in subsection 9.01(f) or (g) shall have occurred with respect to the Company (in which event the procedures of paragraph (e) of this Section 2.05 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Co-Administrative Agent for the account of the Swing Line Lender at the Co-Administrative Agent’s Payment Office in funds immediately available prior to 1:00 p.m. (Chicago time) 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 outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender, promptly following the Swing Line Lender’s Applicable Revolving Credit Percentage times demand, the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent, the Co-Administrative Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied. (e) If prior to the making of a Revolving Loan required to be made by subsection 2.05(c) an Event of Default described in subsection 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Company, each Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in subsection 2.05(b), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Co-Administrative Agent for the benefit of the Swing Line Lender, in immediately available funds, the amount of its participation. (f) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to the Co-Administrative Agent for delivery to each 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 funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Co-Administrative Agent for delivery to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (g) Each Lender’s obligation to make the Revolving Loans referred to in subsection 2.05(c) and to purchase participating interests pursuant to subsection 2.05(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Company may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

The Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, Lender agrees to make loans (each such loan, a “Swing Line Loan”) Loans to the Borrower Company denominated in Dollars or in an Offshore Currency from time to time on any Business Day during prior to the Availability Period Termination Date in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount a Dollar Equivalent of the Swing Line Sublimit, notwithstanding the fact $30,000,000; provided that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (i) after giving effect to any Swing Line Loan, (i) the Total Effective Amount of all Revolving Credit Outstandings Loans, Swing Line Loans and L/C Obligations at such time shall not exceed the Revolving Credit Facility Aggregate Commitment at such time, and (ii) the aggregate Outstanding Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan, (iii) the Effective Amount of all outstanding Offshore Currency Loans plus the Effective Amount of all outstanding Swing Line Loans denominated in Offshore Currencies shall not exceed the Offshore Currency Loan Sublimit and (iv) notwithstanding Section 2.01, the Effective Amount of the Revolving Credit Loans and Swing Line Loans of any Revolving Credit Lender at such timethe Swing Line Lender, plus such Revolving Credit Lender’s Applicable Percentage the participation of the Outstanding Swing Line Lender in the Effective Amount of all L/C Obligations at such timeObligations, plus such Revolving Credit Lendermay exceed JPMorgan’s Applicable Revolving Credit Percentage of Commitment so long as the Outstanding Amount of all condition set forth in the previous proviso is satisfied. Prior to the Termination Date, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitsin whole or in part, and subject to reborrowing, all in accordance with the other terms and conditions hereof, . All Swing Line Loans denominated in Dollars shall bear interest at the Borrower may borrow under this Section 2.04, prepay under Section 2.05, Base Rate plus the Applicable Margin for Base Rate Loans and reborrow under this Section 2.04shall not be entitled to be converted into Loans that bear interest at any other rate. Each Swing Line Loan denominated in an Offshore Currency shall bear interest only at a rate based on separately agreed to by the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, Company and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation Lender; provided that upon the purchase by the Lenders of participating interests in such Swing Line Loan pursuant to clause (e) below, such Swing Line Loan shall be redenominated in Dollars on the basis of the Spot Rate and shall thereafter bear interest at the Base Rate plus the Applicable Margin for Base Rate Loans. (b) The Company may borrow under the Swing Line Commitment on any Business Day until the Termination Date; provided that the Company shall give the Swing Line Lender irrevocable written notice signed by a Responsible Officer or an authorized designee (which notice must be received by the Swing Line Lender prior to (i) 2:00 p.m. on the requested borrowing date, in the case of a Swing Line Loan denominated in Dollars, or (ii) 10:30 a.m. three Business Days prior to the requested borrowing date, in the case of a Swing Line Loan denominated in an Offshore Currency (or, in each case, such other time as the Swing Line Lender and the Company may agree)) with a copy to the Administrative Agent specifying the amount of the requested Swing Line Loan, which shall be in a minimum Dollar Equivalent amount of $250,000 and an integral multiple of (x) if denominated in Dollars, $250,000, or (y) if denominated in an Offshore Currency, 250,000 units of such currency. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Company in immediately available funds at the office of the Swing Line Lender by 4:00 p.m. on the requested date of borrowing. The Company may, at any time and from time to time on any Business Day, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender, prior to 3:00 p.m. (A) in the case of a Swing Line Loan denominated in Dollars, on the date of prepayment, and (B) in the case of a Swing Line Loan denominated in an Offshore Currency, three Business Days prior to the date of prepayment, of the date, amount and currency of prepayment, with a copy to the Administrative Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in a minimum Dollar Equivalent amount of $250,000 and an integral multiple of (1) if denominated in Dollars, $250,000, and (2) if denominated in an Offshore Currency, 250,000 units of such currency. (c) If any Swing Line Loan shall remain outstanding at 11:00 a.m. on the earlier of (i) the 15th day following the date of such Swing Line Loan and (ii) the last day of a calendar month following the date such Swing Line Loan is made (so long as such day is at least two Business Days after such Swing Line Loan is made), and if by such time on such earlier day the Administrative Agent shall have received neither (x) a Notice of Borrowing delivered by the Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in an amount at least equal to the principal amount of such Swing Line Loan nor (y) any other notice satisfactory to the Administrative Agent indicating the Company’s intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, then on such Business Day the Swing Line Lender shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Administrative Agent to notify each Lender to make a Revolving Loan that is (A) in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times Pro Rata Share of the amount of such Swing Line Loan and (B) denominated in the Applicable Currency of such Swing Line Loan; provided that, if such Swing Line Loan is denominated in an Additional Offshore Currency for which a Borrowing of Revolving Loans would be unavailable pursuant to Section 2.06(c), such Swing Line Loan shall be redenominated in Dollars on the basis of the Spot Rate prior to the making of such Revolving Loans by the Lenders. Unless any of the events described in subsection 9.01(f) or (g) shall have occurred with respect to the Company (in which event the procedures of clause (e) of this Section 2.05 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent’s Payment Office in immediately available funds prior to 1:00 p.m. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. The Company shall pay to the Swing Line Lender in the Applicable Currency, promptly following the Swing Line Lender’s demand, the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 3:00 p.m. on the date of such requested Swing Line Loan, it has received a written notice from the Administrative Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied. (e) If prior to the making of a Revolving Loan required to be made pursuant to subsection 2.05(c) an Event of Default described in subsection 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Company, each Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in subsection 2.05(b), purchase a participating interest in each outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the Effective Amount of such Swing Line Loan; provided that, if such Swing Line Loan is denominated in an Additional Offshore Currency that would be unavailable for a Borrowing of Revolving Loans pursuant to Section 2.06(c), such Swing Line Loan shall be redenominated in Dollars on the basis of the Spot Rate immediately prior to such purchase. Each Lender will immediately transfer to the Administrative Agent for the benefit of the Swing Line Lender the amount of its participation in immediately available funds in the Applicable Currency. (f) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to the Administrative Agent for delivery 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 funded) and in the Applicable Currency; provided that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Administrative Agent for delivery to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (g) Each Lender’s obligation to make the Revolving Loans referred to in subsection 2.05(c) and to purchase participating interests pursuant to subsection 2.05(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Company may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

The Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, Lender agrees to make loans (each such loan, a “Swing Line Loan”) Loans to the Borrower Company denominated in Dollars from time to time on any Business Day during prior to the Availability Period Termination Date in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment$20,000,000; provided, however, that after giving effect to any such Swing Line Loan, (i) the Total Effective Amount of all Revolving Credit Outstandings shall Loans, Swing Line Loans and L/C Obligations at such time would not exceed the Revolving Credit Facility Aggregate Commitment at such time; provided, and (ii) further, that notwithstanding Section 2.01, the aggregate Outstanding Amount amount of the Revolving Credit Loans and Swing Line Loans of any Revolving Credit Lender at such timethe Swing Line Lender, plus such Revolving Credit Lender’s Applicable Percentage the participation of the Outstanding Swing Line Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations at such timeObligations, plus such Revolving Credit Lendermay exceed LaSalle’s Applicable Revolving Credit Percentage of Commitment so long as the Outstanding Amount of all condition set forth in the previous proviso is satisfied. Prior to the Termination Date, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall bear interest at such time the Base Rate and shall not exceed such Lender’s Revolving Credit Commitmentbe entitled to be converted into Loans that bear interest at any other rate. (b) The Company may borrow under the Swing Line Commitment on any Business Day until the Termination Date; and provided further provided, that the Borrower Company shall not use give the Swing Line Lender irrevocable written notice signed by a Responsible Officer or an authorized designee (which notice must be received by the Swing Line Lender prior to 3:00 p.m. (Chicago time)) with a copy to the Co-Administrative Agent specifying the amount of the requested Swing Line Loan, which shall be in a minimum amount of $250,000 or a whole multiple of $250,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Company in immediately available funds at the office of the Swing Line Lender by 4:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 3:00 p.m. (Chicago time) on any Business Day of the date and amount of prepayment with a copy to the Co-Administrative Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $250,000 or a whole multiple of $250,000 in excess thereof. (c) If any Swing Line Loan to refinance any shall remain outstanding Swing Line Loan. Within at 11:00 a.m. (Chicago time) on the foregoing limits, and subject to fifth day following the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each date of such Swing Line Loan and if by such time on such fifth day the Co-Administrative Agent shall bear interest only at have received neither (i) a rate based Notice of Borrowing delivered by the Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to Section 2.01 on the Base Rate. Immediately upon immediately succeeding Business Day in an amount at least equal to the making principal amount of a such Swing Line LoanLoan nor (ii) any other notice satisfactory to the Co-Administrative Agent indicating the Company’s intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from then on such Business Day the Swing Line Lender a risk participation in such shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Co-Administrative Agent to notify each Lender to make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of (A) in the product case of such a request which is required to be made, the amount of the relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given. Unless any of the events described in subsection 9.01(f) or (g) shall have occurred with respect to the Company (in which event the procedures of paragraph (e) of this Section 2.05 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Co-Administrative Agent for the account of the Swing Line Lender at the Co-Administrative Agent’s Payment Office in funds immediately available prior to 1:00 p.m. (Chicago time) on the Business Day next succeeding the date such - 28 - notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender, promptly following the Swing Line Lender’s Applicable Revolving Credit Percentage times demand, the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent, the Co-Administrative Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied. (e) If prior to the making of a Revolving Loan required to be made by subsection 2.05(c) an Event of Default described in subsection 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Company, each Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in subsection 2.05(b), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Co-Administrative Agent for the benefit of the Swing Line Lender, in immediately available funds, the amount of its participation. (f) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to the Co-Administrative Agent for delivery to each 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 funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Co-Administrative Agent for delivery to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (g) Each Lender’s obligation to make the Revolving Loans referred to in subsection 2.05(c) and to purchase participating interests pursuant to subsection 2.05(e) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Company may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

The Swing Line Loans. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such LenderXxxxxx’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, Lender agrees to make loans (each such loan, a “Swing Line Loan”) Loans to the Borrower Company denominated in Dollars or in an Offshore Currency from time to time on any Business Day during prior to the Availability Period Termination Date in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount a Dollar Equivalent of the Swing Line Sublimit, notwithstanding the fact $20,000,000; provided that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (i) after giving effect to any Swing Line Loan, (i) the Total Effective Amount of all Revolving Credit Outstandings Loans, Swing Line Loans and L/C Obligations at such time shall not exceed the Revolving Credit Facility Aggregate Commitment at such time, and (ii) the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan, (iii) the Effective Amount of all outstanding Offshore Currency Loans plus the Effective Amount of all outstanding Swing Line Loans denominated in Offshore Currencies shall not exceed the Offshore Currency Loan Sublimit and (iv) notwithstanding Section 2.01, the aggregate Outstanding Amount amount of the Revolving Credit Loans and Swing Line Loans of any Revolving Credit Lender at such timethe Swing Line Lender, plus such Revolving Credit Lender’s Applicable Percentage the participation of the Outstanding Swing Line Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations at such timeObligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of may exceed JPMorgan's Commitment so long as the Outstanding Amount of all condition set forth in the previous proviso is satisfied. Prior to the Termination Date, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitsin whole or in part, and subject to reborrowing, all in accordance with the other terms and conditions hereof, . All Swing Line Loans denominated in Dollars shall bear interest at the Borrower may borrow under this Section 2.04, prepay under Section 2.05, Base Rate and reborrow under this Section 2.04shall not be entitled to be converted into Loans that bear interest at any other rate. Each Swing Line Loan denominated in an Offshore Currency shall bear interest only at a rate based on separately agreed to by the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, Company and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation Lender; provided that upon the purchase by the Lenders of participating interests in such Swing Line Loan pursuant to clause (e) below, such Swing Line Loan shall be redenominated in Dollars on the basis of the Spot Rate and shall thereafter bear interest at the Base Rate. (b) The Company may borrow under the Swing Line Commitment on any Business Day until the Termination Date; provided that the Company shall give the Swing Line Lender irrevocable written notice signed by a Responsible Officer or an authorized designee (which notice must be received by the Swing Line Lender prior to (i) 2:00 p.m. on the requested borrowing date, in the case of a Swing Line Loan denominated in Dollars, or (ii) 10:30 a.m. three Business Days prior to the requested borrowing date, in the case of a Swing Line Loan denominated in an Offshore Currency (or, in each case, such (A) in the case of a Swing Line Loan denominated in Dollars, on the date of prepayment, and (B) in the case of a Swing Line Loan denominated in an Offshore Currency, three Business Days prior to the date of prepayment, of the date, amount and currency of prepayment, with a copy to the Administrative Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in a minimum amount of $250,000 and an integral multiple of (1) if denominated in Dollars, $250,000, and (2) if denominated in an Offshore Currency, 250,000 units of such currency. (c) If any Swing Line Loan shall remain outstanding at 11:00 a.m. on the earlier of (i) the 15th day following the date of such Swing Line Loan and (ii) the last day of a calendar month following the date of such Swing Line Loan (so long as such day is at least two Business Days after such Swingline Loan is made), and if by such time on such earlier day the Administrative Agent shall have received neither (x) a Notice of Borrowing delivered by the Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in an amount at least equal to the principal amount of such Swing Line Loan nor (y) any other notice satisfactory to the Administrative Agent indicating the Company's intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, then on such Business Day the Swing Line Lender shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Administrative Agent to notify each Lender to make a Revolving Loan that is (A) in an amount equal to the product such Lender's Pro Rata Share of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan and (B) denominated in the Applicable Currency of such Swing Line Loan; provided that, if such Swing Line Loan is denominated in an Additional Offshore Currency for which a Borrowing of Revolving Loans would be unavailable pursuant to Section 2.06(c), such Swing Line Loan shall be redenominated in Dollars on the basis of the Spot Rate prior to the making of such Revolving Loans by the Lenders. Unless any of the events described in subsection 9.01(f) or (g) shall have occurred with respect to the Company (in which event the procedures of clause (e) of this Section 2.05 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent's Payment Office in immediately available funds prior to 1:00 p.m. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans. The Company shall pay to the Swing Line Lender in the Applicable Currency, promptly following the Swing Line Lender's demand, the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 3:00 p.m. on the date of such requested Swing Line Loan, it has received a written notice from the Administrative Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied. (e) If prior to the making of a Revolving Loan required to be made pursuant to subsection 2.05

The Swing Line Loans. Subject The Borrower may request the Swing Line Bank to make, and the Swing Line Bank may, if in its sole discretion it elects to do so, and without any commitment whatsoever by the Swing Line Bank to do so, make, on the terms and conditions hereinafter set forth hereinforth, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, make loans (each such loan, a “Swing Line Loan”) Loans to the Borrower from time to time on any Business Day during the Availability Period period from the date hereof until the Revolving Credit Loan Maturity Date in an aggregate amount for the Borrower not to exceed at any time outstanding $10,000,000 (the "Swing Line Facility"), PROVIDED, HOWEVER, that while the outstanding amount of the all outstanding Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Loans and outstanding Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, made by a Bank may exceed the amount of such Lender’s Revolving Credit Bank's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount amount of all Swing Line Loans at such time outstanding shall not exceed such Lender’s the Total Commitment LESS all Revolving Credit Commitment; Loans outstanding, LESS the Maximum Drawing Amount and provided further that the Borrower shall not use the proceeds all Unpaid Reimbursement Obligations with respect to all Letters of any Credit. No Swing Line Loan to refinance shall be used for the purpose of funding the payment of principal of any outstanding other Swing Line Loan. Each Swing Line Borrowing shall be in an amount of $100,000 or an integral multiple of $100,000 in excess thereof and shall consist of a Base Rate Loan (and may not be a Eurodollar Rate Loan). Within the foregoing limitslimits of the Swing Line Facility and within the limits referred to in clause (b) above, and subject so long as the Swing Line Bank, in its sole discretion, elects to the other terms and conditions hereofmake Swing Line Loans, the a Borrower may borrow under this Section 2.04sec.2.2.1, prepay under Section 2.05, repay pursuant to sec.3.1.2 or repay pursuant to sec.3.3(b) and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loansec.2.2.1.

The Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, Lender agrees to make loans (each such loan, a “Swing Line Loan”) Loans to the Borrower Company denominated in Dollars from time to time on any Business Day during prior to the Availability Period Termination Date in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding $20,000,000 (the amount of the "Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment"); provided, however, that after giving effect to any such Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Effective Amount of all Loans, Swing Line Loans and the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Effective Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage time would not exceed the aggregate Commitments of all of the Outstanding Amount of all Lenders at such time. Prior to the Termination Date, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall bear interest at such time the Swing Line Rate and shall not exceed such Lender’s Revolving Credit Commitmentbe entitled to be converted into Loans that bear interest at any other rate. (b) The Company may borrow under the Swing Line Commitment on any Business Day until the Termination Date; and provided further PROVIDED, that the Borrower Company shall not use give the Swing Line Lender irrevocable written notice signed by a Responsible Officer or an authorized designee (which notice must be received by the Swing Line Lender prior to 12:00 p.m. (Chicago time)) with a copy to the Agent specifying the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Company in immediately available funds at the office of the Swing Line Lender by 1:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 a.m. (Chicago time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (c) If any Swing Line Loan to refinance any shall remain outstanding Swing Line Loan. Within at 11:00 a.m. (Chicago time) on the foregoing limits, and subject to fifth Business Day following the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each date of such Swing Line Loan and if by such time on such fifth Business Day the Agent shall bear interest only at have received neither (i) a rate based Notice of Borrowing delivered by the Company pursuant to SECTION 2.03 requesting that Revolving Loans be made pursuant to SUBSECTION 2.01 on the Base Rate. Immediately upon immediately succeeding Business Day in an amount at least equal to the making principal amount of a such Swing Line LoanLoan nor (ii) any other notice satisfactory to the Agent indicating the Company's intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from then on such Business Day the Swing Line Lender a risk participation in such shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Agent to notify each Revolving Lender to make a Base Rate Loan in an amount equal to such Revolving Lender's Pro Rata Share of (A) in the product case of such a request which is required to be made, the amount of the relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given; PROVIDED, that absent notice by the Company to the contrary by such time on such fifth Business Day, the Company shall be deemed to have requested, at the end of such five Business Day period, that each outstanding Swing Line Loan be extended for an additional period of five Business Days, so long as the conditions specified in SECTION 5.02 would be satisfied at the beginning of each such additional period, treating each such extension as if it were the making of a new Loan. Unless any of the events described in SUBSECTION 9.01(f) OR (g) shall have occurred with respect to the Company (in which event the procedures of paragraph (e) of this SECTION 2.05 shall apply) each Revolving Lender shall make the proceeds of its Revolving Loan available to the Agent for the account of the Swing Line Lender at the Agent's Payment Office in funds immediately available prior to 1:00 p.m. (Chicago time) 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 outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender’s Applicable Revolving Credit Percentage times , promptly following the Swing Line Lender's demand, the amount of its outstanding Swing Line Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in ARTICLE V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Revolving Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in ARTICLE V are not then satisfied. (e) If prior to the making of a Revolving Loan required to be made by SECTION 2.05

The Swing Line Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Swing Line Lender agrees, severally and not jointly, to make Swing Line Loans in Euros to the Borrowers, at any time and from time to time on and after the date hereof and until the earlier of the Maturity Date and the termination of the Swing Line Commitment of such Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, make loans an amount that shall not exceed (each such loan, a “Swing Line Loan”x) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding (i) for each Swing Line Lender (1) such Swing Line Lender’s Swing Line Commitment then in effect and (2) when aggregated with such Swing Line Lender’s outstanding Revolving Loans and outstanding Swing Line Loans and such Swing Line Lender’s unfunded participations in Swing Line Loans made by any other Swing Line Lender, such Swing Line Lender’s Revolving Commitment then in effect and (ii) for all Swing Line Loans, the amount of the Swing Line Sublimit, notwithstanding Sublimit or (y) at the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount time of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount unused Revolving Commitments of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Lenders. The Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of comprising any Swing Line Loan to refinance any outstanding Swing Line LoanBorrowing shall be in an aggregate principal amount that is an integral multiple of €1,000,000 and not less than €10,000,000. Within the foregoing limits, the Borrowers may borrow, pay or prepay and reborrow Swing Line Loans hereunder, on and after the Effective Date and prior to the Maturity Date, subject to the other terms terms, conditions and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Ratelimitations set forth herein. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount Share of such Swing Line Loan.

The Swing Line Loans. Subject to and upon the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, Lender agrees to make revolving loans (each such revolving loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, provided that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such timeLender, plus such Revolving Credit Lender’s Applicable Percentage Pro Rata Share of the Outstanding Amount of all L/C Obligations at such timeObligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; and provided further provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Swing Line Lender agrees, severally and not jointly, to make Swing Line Loans in Euros to the Borrowers, at any time and from time to time on and after the date hereof and until the earlier of the Maturity Date and the termination of the Swing Line Commitment of such Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, make loans an amount that shall not exceed (each such loan, a “Swing Line Loan”x) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding (i) for each Swing Line Lender (1) such Swing Line Lender’s Swing Line Commitment then in effect and (2) when aggregated with such Swing Line Lender’s outstanding Revolving Loans and outstanding Swing Line Loans and such Swing Line Lender’s unfunded participations in Swing Line Loans made by any other Swing Line Lender, such Swing Line Lender’s Revolving Commitment then in effect and (ii) for all Swing Line Loans, the amount of the Swing Line Sublimit, notwithstanding Sublimit or (y) at the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount time of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount unused Revolving Commitments of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Lenders. The Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment; and provided further that the Borrower shall not use the proceeds of comprising any Swing Line Loan to refinance any outstanding Swing Line LoanBorrowing shall be in an aggregate principal amount that is an integral multiple of €1,000,000 and not less than €10,000,000. Within the foregoing limits, the Borrowers may borrow, pay or prepay and reborrow Swing Line Loans hereunder, on and after the Effective Date and prior to the Maturity Date, subject to the other terms terms, conditions and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Ratelimitations set forth herein. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed toto have purchased, and hereby irrevocably and unconditionally agrees toto purchase, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Share of such Swing Line Loan. (a) Each Swing Line Loan shall be made on notice to the Sub-Agent, given not later than 11:30 A.M. (London time) on the Business Day on which the proposed Swing Line Loan is to be made. Such notice requirement shall be satisfied by the delivery of a Swing Line Borrowing Request in the form of Exhibit A-2 for such Swing Line Loan by email, confirmed promptly by telephone or by telecopier and such notice shall specify therein (A) the requested date of such Swing Line Borrowing (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Loans being requested by such Borrower and (C) the requested account with the Sub-Agent to which the proceeds of the requested Swing Line Borrowing are to be transferred. The Sub-Agent will promptly advise the Swing Line Lenders of any such notice received from a Borrower. Each Swing Line Lender shall make its ratable portion of the requested Swing Line Borrowing (such ratable portion to be calculated based upon such Swing Line Lender’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Lenders) available for the account of its applicable lending office to the Sub-Agent at the account designated by the Sub-Agent, in same day funds, before 2:00 P.M. (London time) on the date a Borrower has requested such Swing Line Borrowing. After the Sub-Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Section 4.01, the Sub-Agent will make such funds available to such Borrower by transferring the amount thereof to the account designated by such Borrower for such purpose on the date specified in such Swing Line Loan is to be made. Such notice requirement shall be satisfied by the delivery of a Swing Line Borrowing Request. (b) The failure of any Swing Line Lender to make the Swing Line Loan to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Loan on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any other Swing Line Lender to make the Swing Line Loan to be made by such other Lender on the date of any Swing Line Borrowing. (c) Upon written demand by a Swing Line Lender, with a copy of such demand to the Administrative Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s Applicable Share of such outstanding Swing Line Loan, by making available to the Administrative Agent for the account of such Swing Line Lender, by wire transfer of immediately available funds to the Sub-Agent in London, England, an amount equal to the portion of the outstanding principal amount of such Swing Line Loan to be purchased by such Lender. Each Borrower hereby agrees to each such sale and assignment. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent, to purchase its Applicable Share of an outstanding Swing Line Loan on the third Business Day after the date demand therefor. Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Revolving Credit Percentage times Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by any Swing Line Lender to any other Lender of a portion of a Swing Line Loan, such Swing Line Lender represents and warrants to such other Lender that such Swing Line Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Loan, this Agreement, the Notes or the Borrowers. If and to the extent that any Lender shall not have so made the amount of such Swing Line Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such Lender is required to have made such amount available to the Administrative Agent until the date such amount is paid to the Administrative Agent, at a rate determined by the Administrative Agent to represent its cost of overnight funds, plus any administrative, processing or similar fees customarily charge by the Administrative Agent in connection with the foregoing. If such Lender shall pay to the Administrative Agent such amount for the account of such Swing Line Lender on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Loan made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Loan made by such Swing Line Lender shall be reduced by such amount on such Business Day. (d) At any time after any Lender has funded a risk participation in a Swing Line Loan, if any Swing Line Lender receives any payment on account of such Swing Line Loan, such Swing Line Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by such Swing Line Lender.

The Swing Line Loans. Subject The Company may request any Swing -------------------- Line Lender to make, and such Swing Line Lender may, if in its sole discretion it elects to do so, and without any commitment whatsoever by any such Swing Line Lender to do so, make, on the terms and conditions hereinafter set forth hereinforth, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, make loans (each such loan, a “Swing Line Loan”) Loans to the Borrower Company from time to time on any Business Day during the Availability Period period from the date hereof until the Revolving Credit Loan Maturity Date in an aggregate amount (for the Swing Line Loans of all Swing Line Lenders taken together) not to exceed at any time outstanding $10,000,000 in the amount of aggregate (the "Swing Line SublimitFacility"), notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any while the outstanding -------- ------- amount of all outstanding Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, Loans and (ii) the aggregate Outstanding Amount of the outstanding Revolving Credit Loans of any made by a Lender may exceed such Lender's Revolving Credit Lender at such timeCommitment, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount aggregate amount of all Swing Line Loans at such time outstanding shall not exceed such Lender’s the Total Revolving Commitment less all Revolving ---- Credit Commitment; Loans outstanding less the Maximum Drawing Amount and provided further that the Borrower shall not use the proceeds all ---- Unpaid Reimbursement Obligations with respect to all Letters of any Credit. No Swing Line Loan to refinance shall be used for the purpose of funding the payment of principal of any outstanding other Swing Line Loan or of any Multicurrency Swing Line Loan. Each Swing Line Borrowing shall be in an amount of $100,000 or an integral multiple of $100,000 in excess thereof and shall consist of a Base Rate Loan. Swing Line Loans must be Base Rate Loans only, and may not be Eurodollar Rate Loans. Within the foregoing limitslimits of the Swing Line Facility and within the limits referred to in (S)2.1(b) above, and subject so long as any Swing Line Lender, in its sole discretion, elects to the other terms and conditions hereofmake Swing Line Loans, the Borrower Company may borrow under this Section 2.04(S)2.2.1, prepay under Section 2.05, repay pursuant to (S)2.12.1 or repay pursuant to (S)2.12.3 and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan(S)2.2.1.

The Swing Line Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may, in its sole discretion, Lender agrees to make loans (each such loan, a “Swing Line Loan”) Loans to the Borrower Company denominated in Dollars from time to time on any Business Day during prior to the Availability Period Revolving Termination Date in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment$10,000,000; provided, howeverPROVIDED, that after giving effect to any such Swing Line Loan, (i) the Total Effective Amount of all Revolving Credit Outstandings shall Loans, Swing Line Loans and L/C Obligations at such time would not exceed the Revolving Credit Facility Aggregate Commitment at such time; PROVIDED, and (ii) FURTHER, that notwithstanding SECTION 2.01, the aggregate Outstanding Amount amount of the Revolving Credit Loans and Swing Line Loans of any Revolving Credit Lender at such timethe Swing Line Lender, plus such Revolving Credit Lender’s Applicable Percentage the participation of the Outstanding Swing Line Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations at such timeObligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of may exceed LaSalle's Commitment so long as the Outstanding Amount of all condition set forth in the previous proviso is satisfied. Prior to the Termination Date, the Company may use the Swing Line Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall bear interest at such time the Base Rate and shall not exceed such Lender’s Revolving Credit Commitmentbe entitled to be converted into Loans that bear interest at any other rate. (b) The Company may borrow under the Swing Line Commitment on any Business Day until the Termination Date; and provided further PROVIDED, that the Borrower Company shall not use give the Swing Line Lender irrevocable written notice signed by a Responsible Officer or an authorized designee (which notice must be received by the Swing Line Lender prior to 3:00 p.m. (Chicago time)) with a copy to the Co-Administrative Agent specifying the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Company in immediately available funds at the office of the Swing Line Lender by 4:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 3:00 p.m. (Chicago time) on any Business Day of the date and amount of prepayment with a copy to the Co-Administrative Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (c) If any Swing Line Loan to refinance any shall remain outstanding Swing Line Loan. Within at 11:00 a.m.(Chicago time) on the foregoing limits, and subject to fifth day following the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each date of such Swing Line Loan and if by such time on such fifth day the Co-Administrative Agent shall bear interest only at have received neither (i) a rate based Notice of Borrowing delivered by the Company pursuant to SECTION 2.03 requesting that Revolving Loans be made pursuant to SECTION 2.01 on the Base Rate. Immediately upon immediately succeeding Business Day in an amount at least equal to the making principal amount of a such Swing Line LoanLoan nor (ii) any other notice satisfactory to the Co-Administrative Agent indicating the Company's intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from then on such Business Day the Swing Line Lender a risk participation in such shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Co-Administrative Agent to notify each Lender to make a Base Rate Loan in an amount equal to such Lender's Pro Rata Share of (A) in the product case of such a request which is required to be made, the amount of the relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given. Unless any of the events described in SUBSECTION 9.01(f) OR (g) shall have occurred with respect to the Company (in which event the procedures of paragraph (e) of this SECTION 2.05 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Co-Administrative Agent for the account of the Swing Line Lender at the Co-Administrative Agent's Payment Office in funds immediately available prior to 1:00 p.m. (Chicago time) 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 outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender’s Applicable Revolving Credit Percentage times , promptly following the Swing Line Lender's demand, the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (d) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in ARTICLE V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent, the Co-Administrative Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in ARTICLE V are not then satisfied. (e) If prior to the making of a Revolving Loan required to be made by SUBSECTION 2.05