Common use of The Swing Line Clause in Contracts

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its sole discretion and in its individual capacity, make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided that, after giving effect to any Swing Line Loan, the Revolving Exposure shall not exceed the aggregate Revolving Commitment. 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 will be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) upon the Class or Classes of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the Swing Line Lender, on the earliest occurring Maturity Date such Swing Line Loan shall be deemed reallocated to the Class or Classes of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.04, to make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the lesser of (x) the Aggregate Commitments, or (y) the Borrowing Base, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s 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 will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis SECTION 2.05, to make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), "SWING LINE LOAN") to one or more of the Borrowers from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving 's Commitment; provided thatPROVIDED, HOWEVER, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender, PLUS such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, PLUS such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and PROVIDED, FURTHER, that the applicable 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 each Borrower may borrow under this Section 2.04SECTION 2.05, prepay under Section 2.05SECTION 2.06, and reborrow under this Section 2.04SECTION 2.05. Each Swing Line Loan will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender's Applicable Percentage TIMES the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, but in its sole discretion and in its individual capacitywithout any obligation, to make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), ) to the Co-Borrowers from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and provided, further, that the Co-Borrowers 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 Co-Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its sole discretion and without conferring with the Lenders, and in its individual capacityreliance upon the agreements of the other Lenders set forth in this Section 2.04, to make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s 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 will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayLender, in reliance upon the agreements of the other US Lenders set forth in this Section 2.05, may in its sole discretion and in its individual capacity, make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), ) to the US Borrower from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the US Lender acting as Swing Line Lender, may exceed the amount of such Swing Line US Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure US Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any US Lender, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such US Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such US Lender’s Commitment, and provided, further, that the US 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 US Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each US Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such US Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line Lender may, in reliance upon the agreements of the other U.S. Revolving Credit Lenders set forth in this Section 2.04 but nonetheless in its sole discretion and in its individual capacityabsolute discretion, make revolving credit loans denominated in Dollars to the Borrower or one or more Alternative Currencies (each such loan, a “Swing Line Loan”), ) to the Company or any other Borrower from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Credit Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of U.S. 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 U.S. Revolving Credit Commitment; provided thatthat (I) to the extent a Swing Line Lender shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by a Credit Extension may have, Fronting Exposure, such Swing Line Lender shall be under no obligation to make any Swing Line Loan to the extent of such Fronting Exposure and (II) after giving effect to any Swing Line Loan, : (i) the Total Revolving Exposure Credit Outstandings shall not exceed the Revolving Credit Facility at such time; (ii) the Total U.S. Revolving Credit Outstandings shall not exceed the U.S. Revolving Credit Facility at such time; (iii) the aggregate Outstanding Amount of all Swing Line Loans shall not exceed the Swing Line Sublimit; (iv) the aggregate Outstanding Amount of Swing Line Loans denominated in Dollars shall not exceed the Dollar Swing Line Sublimit; (v) the aggregate Outstanding Amount of Swing Line Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Swing Line Sublimit; (vi) the aggregate Outstanding Amount of all Credit Extensions to Designated Borrowers shall not exceed the Designated Borrower Sublimit; and (vii) the U.S. Revolving Credit Exposure of any U.S. Revolving Credit Lender shall not exceed such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment; and provided, further, that no Borrower shall 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 Company or any other Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will be obtained or maintained as a Base Rate Loan (bearing shall bear interest at a rate to be mutually agreed by the Base Rate plus Company and the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Lender. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each U.S. Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender making such Swing Line Loan shall be deemed reallocated a risk participation in such Swing Line Loan in an amount equal to the Class or Classes product of the Non-Expiring such U.S. Revolving Credit Commitments on a pro rata basis; provided that Lender’s Applicable Percentage times (ai) to the extent that for Swing Line Loans denominated in Dollars, the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (bii) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay for Swing Line Loans allocated denominated in Alternative Currencies, the Dollar Equivalent of such Swing Line Loans. All Existing Swing Line Loans shall be deemed to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior made pursuant hereto, and from and after the Restatement Effective Date shall be subject to and governed by the Maturity Date of the Expiring Credit Commitmentterms and conditions hereof.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, may in its sole discretion and in its individual capacity, make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving 's Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and provided, further, that (A) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (B) Swing Line Loans may not be outstanding for more than ten (10) total days (in the aggregate) during any calendar month period. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender's Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayLender, in its sole discretion and reliance upon the agreements of the Revolving Lenders set forth in its individual capacitythis Section 2.05, shall make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Outstandings shall not exceed the Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving 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 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Revolving Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its sole discretion and in its individual capacityreliance upon the agreements of the other Lenders set forth in this Section 2.04, make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), ) to Borrower from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided that, after giving effect to any Swing Line Loan, : (i) the Total Revolving Exposure Credit Outstandings shall not exceed the Aggregate Revolving Credit Commitments; and (ii) the aggregate Revolving Outstanding Amount of the Loans of any Lender (other than Swing Line Lender in such capacity), plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such other Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. 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 will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage multiplied by the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, may in its sole discretion and in its individual capacity, make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and provided, further, that (A) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (B) Swing Line Loans may not be outstanding for more than ten (10) total days (in the aggregate) during any calendar month period. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Committed Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.04, to make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. 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 will shall be obtained or maintained as a Base Rate Loan (bearing or other interest at rate as mutually acceptable to the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) the Borrower. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion and in its individual capacity, make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s 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 Commitment; 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 will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring such Revolving Credit Commitments on a pro rata basis; provided that (a) to the extent that Lender’s Pro Rata Share times the amount of such reallocation would cause Swing Line Loan. Notwithstanding anything contained in this Section 2.04(a) to the aggregate credit exposure to exceed the aggregate amount of such contrary, each Non-Expiring Extending Revolving Credit CommitmentsLender’s participations in Swing Line Loans that expire after the Initial Revolver Maturity Date shall terminate upon the Initial Revolver Maturity Date, immediately prior and the participations of the Extending Revolving Credit Lenders shall be automatically adjusted to such reallocation (give effect to the Pro Rata Shares of the Extending Revolving Credit Lenders in the Revolving Credit Facility after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Initial Revolver Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentDate.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in its sole discretion and reliance upon the agreements of the other Revolving Lenders set forth in its individual capacitythis Section 2.04, to make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date Availability Period in respect of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Committed Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Revolving Lender’s Revolving Commitment; provided thatprovided, however, that should any Revolving Lender become a Defaulting Lender or an Impacted Lender, all Swing Line Loans shall be made at the sole and absolute discretion of the Swing Line Lender, and after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving 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 will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Revolving Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth hereinherein (including without limitation the conditions set forth in Section 5.02 hereof), the Swing Line Swingline Lender may, in its sole discretion and in its individual capacity, agrees to make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Swingline Loan”)) in Dollars, to the Borrowers from time to time on any Business Day during the period beginning on the Business Day after from the Closing Date and until to the Revolving Credit Maturity Date of the Revolving Facility in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) outstanding at any time outstanding the amount of the Swing Line Sublimittime; provided, notwithstanding the fact however, that such Swing Line Loans, when aggregated with the Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided that, after giving effect to any Swing Line Swingline Loan, (i) the aggregate outstanding amount of all Revolving Exposure Credit Loans, Swingline Loans and Letter of Credit Obligations shall not exceed the Aggregate Revolving Credit Committed Amounts of all Lenders and (ii) the aggregate outstanding amount of the Revolving CommitmentCredit Loans of any Lender other than the Swingline Lender, plus such Revolving Lender’s Pro Rata share of the outstanding amount of all Letter of Credit Obligations, plus such Lender’s Pro Rata share of the outstanding amount of all Swingline Loans shall not exceed such Lender’s Revolving Credit Committed Amount. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow under this Section 2.04borrow, prepay under Section 2.05, and reborrow under this Section 2.042.13. To the extent not due and payable earlier, the Swingline Loans shall be due and payable on the Revolving Credit Maturity Date. Each Swing Line Swingline Loan will be obtained or maintained shall bear interest as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) set forth in Section 2.14. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Swingline Loan, if consented to by the Swing Line Lender, on the earliest occurring Maturity Date such Swing Line Loan each Lender shall be deemed reallocated to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Revolving Lender’s Pro Rata share times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Swingline Loan. The Swingline Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding evidenced by the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentSwingline Note.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in its sole discretion and in its individual capacityreliance upon the agreements of the other Lenders set forth in this Section 2.04, to make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C C-BA Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s 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 will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, such agreement being made in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.04, to make revolving credit loans in Dollars to the Borrower (hereinafter each such loan, loan shall be referred to as a “Swing Line Loan”), ) to the Borrowers (in Dollars only) from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s 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 Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, agrees in its sole discretion and reliance upon the agreements of the Lenders set forth in its individual capacitythis Section 2.10, make revolving credit loans in U.S. Dollars to the Borrower and Alternative Currencies (each such loan, a “Swing Line Loan” and collectively, the “Swing Line Loans”), ) to the Company from time to time on any Business Day during the period beginning on the Business Day after from the Closing Date and until the Maturity Termination Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Percentage of the Outstanding Amount of all Revolving Loans and L/C Obligations of the Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Total Commitments then in effect, (ii) the aggregate Outstanding Amount of Revolving Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Percentage of the aggregate Outstanding Amount of L/C Obligations, plus such Lender’s Percentage of the aggregate Outstanding Amount of Swing Line Loans shall not exceed such Lender’s Commitment, (iii) the sum of (x) the aggregate Outstanding Amount of Alternative Currency Loans and Letters of Credit denominated in an Alternative Currency and (y) the aggregate Outstanding Amount of Loans denominated in U.S. Dollars made to Designated Borrower shall not exceed the Foreign Sublimit, and (iv) the aggregate Outstanding Amount of Swing Line Loans shall not exceed the Swing Line Sublimit and provided, further, that the Company 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 Company may borrow under this Section 2.042.10, prepay under Section 2.052.07, and reborrow under this Section 2.042.10. Each Swing Line Loan will be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its sole discretion and in its individual capacity, make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided that, after giving effect to any Swing Line Loan, the Revolving Exposure shall not exceed the aggregate Revolving Commitment. 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 will be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 2017 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) upon the Class or Classes occurrence and during the continuance of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectivelyan Event of Default under Section 8.01(1), the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line LoanLoans will, if consented to by at the option of Swing Line Lender, bear interest on past due amounts at a rate per annum equal to the earliest occurring Maturity Date such Default Rate to the fullest extent permitted by applicable Laws. For the avoidance of doubt, each risk participation in a Swing Line Loan shall be deemed reallocated to the Class or made on a ratable basis among all Classes of the Non-Expiring Credit Revolving Commitments on a pro rata basis; provided that (a) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated then in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitmenteffect.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.04, to make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility Availability Period 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable 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 Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Revolving Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s 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 will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its sole discretion and discretion, in its individual capacityreliance upon the agreements of the other Lenders set forth in this Section 2.04, make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable 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 Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s 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 will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the each Swing Line Lender may, may in its sole discretion and discretion, in its individual capacityreliance upon the agreements of the other Lenders set forth in this Section 2.04, make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the its Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share or other applicable share provided for under this Agreement Applicable 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 Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments at such time, (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all Swing Line Loans at any time shall not exceed the Total Swing Line Sublimit 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 will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions of the Swing Line Cash Management Agreement and the applicable terms and conditions set forth herein, the Swing Line Lender mayLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion and in its individual capacity, make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility Swing Line 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, Loan (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Swing Line Sublimit shall not exceed such Lender’s 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 will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion and in its individual capacity, make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s 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 Commitment; 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 will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring such Revolving Credit Commitments on a pro rata basis; provided that (a) to the extent that Lender’s Pro Rata Share times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Loan. 91 Syniverse Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.Agreement

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, may in its sole discretion and in its individual capacity, make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving 's Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and provided, further, that (A) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (B) Swing Line Loans may not be outstanding for more than ten (10) total days (in the aggregate) during any calendar month period. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender's Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.04, to make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), ) to the Borrowers from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable 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 Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the lesser of (A) the Aggregate Commitments, or (B) the Borrowing Base, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender other than the Swing Line Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, and provided, further, that the Borrowers 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 Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, in its sole discretion and in its individual capacityabsolute discretion, make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s 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 will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.04, to make revolving credit loans denominated in Dollars to the Borrower (each such loan, a “Swing Line Loan”), ) to the U.S. Borrowers from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable 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 Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, and provided further that the U.S. Borrowers 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 U.S. Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its sole discretion and in its individual capacity, agrees to make revolving credit loans in Dollars to the Borrower (each such loan, a “"Swing Line Loan”)") in Dollars or Letter of Credit and Swing Line Offshore Currencies as requested by the Company or a Designated Borrower, to the Company or such Designated Borrower from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility Availability Period in an aggregate amount Dollar Equivalent 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 Pro Rata Share or other applicable share provided for under this Agreement Dollar Equivalent Amount of the aggregate Outstanding Amount of Revolving Loans (less the aggregate Offshore Currency Risk Participations in each Offshore Currency Revolving Loan in the event such Swing Line Lender is the Offshore Currency Funding Fronting Lender) and Offshore Currency Risk Participations and Pro Rata Revolving Share of L/C Obligations of the Swing Line Lender in its capacity as a Revolving Lender, may exceed the amount of such Swing Line Lender’s 's Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Dollar Equivalent Amount of the aggregate Outstanding Amount of all Revolving Exposure Loans and Swing Line Loans and L/C Obligations issued or outstanding in Offshore Currencies shall not exceed the Offshore Currency Revolving Loan, Swing Line Loan and Letter of Credit Sublimit, (ii) the Dollar Equivalent Amount of the aggregate Outstanding Amount of all Revolving Loans and Swing Line Loans outstanding in Offshore Currencies shall not exceed the Offshore Currency Revolving Loan and Swing Line Loan Sublimit, (iii) the Dollar Equivalent Amount of the aggregate Outstanding Amount of all Loans and L/C Obligations shall not exceed the Aggregate Revolving Credit Commitments, and (iv) the Dollar Equivalent Amount of the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender other than the Swing Line Lender (less, with respect only to the Offshore Currency Funding Fronting Lender, the aggregate Offshore Currency Risk Participations in all Offshore Currency Revolving Loans), plus, with respect only to the Offshore Currency Participating Lenders, the Dollar Equivalent Amount of such Revolving Lender's Offshore Currency Risk Participations in Offshore Currency Revolving Loans advanced by the Offshore Currency Funding Fronting Lender, plus such Revolving Lender's Pro Rata Revolving Share of the Dollar Equivalent Amount of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender's Pro Rata Revolving Share of the Dollar Equivalent Amount of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender's Revolving Credit Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company and the Designated Borrowers may borrow under this Section 2.04, 2.06; prepay under Section 2.052.07, and reborrow under this Section 2.042.06. Each Swing Line Loan will be obtained or maintained as a Base Rate Loan (bearing advanced in Dollars shall bear interest at the Base Rate plus Rate, or such other rate of interest offered by the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) and accepted by the Company or the applicable Designated Borrower, and each Swing Line Lender may not agree to Loan advanced in a different rate if Letter of Credit and Swing Line Offshore Currency shall be an Event of Default has occurred and is continuing and (b) Offshore Base Rate Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Revolving Lender's Pro Rata Revolving Share times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.04, to make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), ) to the Domestic Borrower from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Domestic Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed Loan Cap, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender to the Domestic Borrower at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations of the Domestic Borrower at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Domestic Commitment, and provided, further, that the Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and provided further that the Swing Line Lender shall not be obligated to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit extension may have, Fronting Exposure). Within the foregoing limits, and subject to the other terms and conditions hereof, the Domestic Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented each Domestic 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 Lender’s Applicable Percentage multiplied by the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender, on the earliest occurring Maturity Date such Swing Line Loan shall be deemed reallocated to the Class or Classes of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated Lender in Section 2.03(13)) the amount of connection with Swing Line Loans made by it or proposed to be reallocated equal made by it as if the term “Agent” as used in Article IX included the Swing Line Lender with respect to such excess shall be repaid acts or omissions, and (bB) notwithstanding as additionally provided herein with respect to the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLender.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its sole discretion and discretion, in its individual capacityreliance upon the agreements of the other Lenders set forth in this Section 2.04, make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), ) to the Borrowers from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed Loan Cap, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender (other than the Swing Line Lender) at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such L▇▇▇▇▇’s Commitment, and provided, further, that the Borrowers 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 Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented each 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 Lender’s Applicable Percentage multiplied by the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender, on the earliest occurring Maturity Date such Swing Line Loan shall be deemed reallocated to the Class or Classes of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated Lender in Section 2.03(13)) the amount of connection with Swing Line Loans made by it or proposed to be reallocated equal made by it as if the term “Agent” as used in Article IX included the Swing Line Lender with respect to such excess shall be repaid acts or omissions, and (bB) notwithstanding as additionally provided herein with respect to the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLender.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion and in its individual capacitydiscretion, make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”)) to the Company or the Designated Borrower, as applicable, from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, , (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will be obtained or maintained as a Base Rate Loan (bearing shall bear interest at the Base rate which would otherwise apply to a Eurocurrency Rate plus Loan for a one-month Interest Period based on the Applicable Eurocurrency Rate for Base Rate Loans under in effect on the 20172021 Initial Revolving Facility) unless day on which such Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and Loan is continuing and (b) made. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.04, make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), ) to the Borrowers from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Committed Loans and L/C LC Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment (in its capacity as a Lender and not Swing Line Lender’s Revolving Commitment); provided provided, that, after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Loan Cap, and (ii) the aggregate Revolving Outstanding Amount of the Committed Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all LC Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, and provided, that, the Borrowers 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 Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow 96 under this Section 2.04. Each Swing Line Loan will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented each 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 Lender’s Applicable Percentage multiplied by the amount of such Swing Line Loan. The Swing Line Lender shall be entitled to the benefits and immunities provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender, on the earliest occurring Maturity Date such Lender in connection with Swing Line Loan Loans; provided, that, nothing in this sentence shall be deemed reallocated construed to affect the Class or Classes rights of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) Borrowers with respect to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoans.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.05, to make revolving credit loans in Dollars and in Euros (subject to the Borrower Alternate Currency Sublimit) (each such loan, a “Swing Line Loan”), ) to the Borrower from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 (i) the Pro Rata Share or other applicable share provided for under this Agreement Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and the Applicable Percentage of L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans and the Applicable Percentage of L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Exposure 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 Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and provided further that (x) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (y) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring such Revolving Credit Commitments on a pro rata basis; provided that (a) to the extent that Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth hereinherein (including without limitation the conditions set forth in Section 4.02), the Swing Line Lender mayagrees, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.04, to make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), ) to the Company from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments at such time, and (ii) the aggregate Revolving Outstanding Amount of the Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, and providedfurther that the Company 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 Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, may in its sole discretion and discretion, in its individual capacityreliance upon the agreements of the other Lenders set forth in this Section 2.04, make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable 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 Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s 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 will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, Lender; in its sole discretion and in its individual capacityabsolute discretion, may make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Facility A Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving 's Facility A Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure aggregate Outstanding Amount of all Facility A Committed Loans plus the aggregate Outstanding Amount of all L/C Obligations plus the aggregate Outstanding Amount of all Swing Line Loans shall not exceed the Facility A Aggregate Commitments, and (ii) the aggregate Revolving Outstanding Amount of the Facility A Committed Loans of any Facility A Lender, plus such Facility A Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Facility A Lender's 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 will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender's Pro Rata Share times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayLender, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.04, agrees to make revolving credit 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 period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility Availability Period that it is making such loans available to its other commercial banking customers, 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 Pro Rata Share or other applicable share provided for under this Agreement Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Revolving Exposure Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s 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 will shall be obtained or maintained as a Base Rate Loan (bearing interest at the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Loan. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that such Lender’s Applicable Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender mayagrees, in its sole discretion and reliance upon the agreements of the other Lenders set forth in its individual capacitythis Section 2.05, to make revolving credit loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), ) to the Borrowers from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility 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 Pro Rata Share or other applicable share provided for under this Agreement 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 Swing Line Lender’s Revolving Credit Commitment; provided thatprovided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Exposure Credit Outstandings shall not exceed the lesser of (x) the Borrowing Base Amount at such time minus the Total Term Loan Outstandings (if any) at such time and (y) 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 Revolving Credit 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 Borrowers 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 Borrowers may borrow under this Section 2.042.05, prepay under Section 2.052.06, and reborrow under this Section 2.042.05. Each Swing Line Loan will be obtained or maintained as shall bear interest only at a Base Rate Loan (bearing interest at rate based on the Base Rate plus the Applicable Rate for Base Rate Loans under the 20172021 Initial Revolving Facility) unless Swing Line Lender agrees to a lower interest rate; provided that (a) Swing Line Lender may not agree to a different rate if an Event of Default has occurred and is continuing and (b) Rate. Immediately upon the Class or Classes making of Revolving Commitments is or are in effect with a later Maturity Date (each a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, on the earliest occurring Maturity Date Lender a risk participation in such Swing Line Loan shall be deemed reallocated in an amount equal to the Class or Classes product of the Non-Expiring such Revolving Credit Commitments on a pro rata basis; provided that (a) to the extent that Lender’s Applicable Revolving Credit Percentage times the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit CommitmentLoan.