Common use of The Swing Line Clause in Contracts

The Swing Line. Subject to the terms and conditions set forth herein, Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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, Borrower may borrow under this Section 2.2, prepay under Section 2.8(b), and reborrow under this Section 2.2. Each Swing Line Loan shall bear interest as a Base Rate Portion. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees (unless it has determined that it is reasonably likely that a Lender holding Revolving Commitments is or shall become a Defaulting Lender on or prior to the time on which the relevant Swing Line Loan is capable of being refinanced in accordance with Section 2.04(c)) may, in its sole discretion and in reliance upon the agreements of the other Lenders holding Revolving Commitments as set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Lender holding a Revolving Credit Lender Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage (with respect to such Lender’s Revolving Commitment) times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees that it, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s CommitmentAvailability Period; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure aggregate Outstanding Amount of all Revolving Credit Lenders Swing Line Loans shall not exceed the aggregate amount of Swing Line Subfacility, (ii) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Commitments of the Revolving Credit Lenders, Facility and (iiiii) the Revolving Credit Exposure of any Revolving Credit Lender (including the Lender acting as Swing Line Lender) shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment (subject to the discretion of any L/C Issuer pursuant to Section 2.03(a)(iii)(F) to issue a Letter of Credit that would cause its Revolving Credit Exposure to exceed its Revolving Credit Commitment), (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting ExposureExposure unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or the applicable Lender to eliminate such Fronting Exposure (after giving effect to Section 2.17(a)(iv)). Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.04, may may, in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (iiB) the Revolving Credit Exposure of any Revolving Credit Lender (other than the Revolving Credit Lender acting as Swing Line Lender as described above) shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, ; (yii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, ; and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to Borrower the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Percentage of the Outstanding Amount of Revolving Credit Loans and L/C-BA Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender (other than the Swing Line Lender), plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C-BA Obligations, plus such Revolving Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.22, may in its sole discretion agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the Facility Revolving Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Commitment Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Outstanding Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Total Revolving Credit Commitments of the Revolving Credit Lendersat such time, and (ii) the Outstanding Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension credit extension may have, Fronting Exposure. Within the foregoing limits, limits and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.22, prepay under Section 2.8(b)2.08, and reborrow under this Section 2.22.22. Each Swing Line Loan shall bear interest as only at a rate based on the Alternate Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Commitment Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion agrees to make 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 from beginning on the Business Day after the Closing Date to and until the Maturity Date for of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided, (y) further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to Borrower the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate Portionplus the Applicable Rate for Base Rate Loans made under the Revolving Credit Facility. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (iiB) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Each Swing Line Loan shall be allocated on a pro rata basis to the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche based on the Revolving Credit Commitments thereunder. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan. For the avoidance of doubt, on the Closing Date, there is no commitment to make Swing Line Loans hereunder.

The Swing Line. Subject to the terms and conditions set forth herein, The Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion discretion, and subject to the Borrowers’ satisfaction of all of the terms and conditions set forth herein, make loans in Dollars (each such loan, a “Swing Line Loan”) to Borrower the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender (other than the Swing Line Lender) shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to Borrowers’ satisfaction of all of the other terms and conditions hereofset forth herein, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (iiB) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Each Swing Line Loan shall be allocated on a pro rata basis to the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche based on the Revolving Credit Commitments thereunder. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the Facility Availability Period in Dollars in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, Facility and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure 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, 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to Borrower the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the applicable Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (iiB) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to Borrower the Borrowers from time to time on any Business Day during the period from the Closing Date Availability Period with respect to the Maturity Date for the USD Revolving Credit 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 Applicable Revolving Credit Percentage of the Outstanding Amount of USD Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s USD Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the USD Revolving Credit Exposure of any USD Revolving Credit Lender shall not exceed such USD Revolving Credit Lender’s USD Revolving Credit Commitment, (y) Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall reasonably determine (which determination shall be in its sole discretionconclusive 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. For the avoidance of doubt, Swing Line Loans made to the U.K. Borrower shall be made under the U.K. Borrower Sublimit, Swing Line Loans made to the Designated Borrowers shall be made under the Designated Borrower Sublimit and Swing Line Loans made to the Company shall be made under the Revolving Credit Facility. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each USD Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such USD Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, Swing Line Lender, herein and in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion each Swing Line Lender shall make loans (each such loan, a “Swing Line Loan”) to the Borrower in Dollars from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage Pro Rata Share (with respect to the Revolving Credit Facility) of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the applicable Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the Revolving Credit Facility, (ii) the aggregate amount Outstanding Amount of the Revolving Credit Commitments Loans of any Lender, plus such Lender’s Pro Rata Share of the Revolving Credit LendersOutstanding Amount of all L/C Obligations, and (ii) plus such Lender’s Pro Rata Share of the Revolving Credit Exposure Outstanding Amount of any Revolving Credit Lender all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment and (iii) the aggregate Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line Sublimit, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Loan and (z) no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share of the Revolving Credit Lender’s Applicable Percentage Facility times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, Deutsche Bank AG New York Branch, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion agrees to make 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 from beginning on the Business Day after the Closing Date to and until the Maturity Date for of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided, (y) further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, each applicable Swing Line LenderLender agrees, severally and not jointly and in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans in (as applicable) Dollars or Euros (each such loan, a “Swing Line Loan”) to Borrower the Company under the Company Sublimit from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Sublimit applicable to Swing Line Loans, when aggregated with Loans in the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitmentrequested currency; provided, however, that (x) after giving effect to any Swing Line LoanLoan (and any other applicable extensions of credit or repayments under this Agreement on such date), (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (iii) the Outstanding Amount of all Loans and L/C Obligations under the Company Sublimit shall not exceed the Company Sublimit then in effect, (iv) the Outstanding Amount of the Swing Line Loans made by such Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Lender Sublimit, (v) the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of each Swing Line Lender (as a Lender) plus the Swing Line Loans made by such Swing Line Lender, after giving effect to any Loans and repayments or prepayments of Loans on such date, does not exceed such Swing Line Lender’s Commitment (as a Lender) and (vi) the aggregate amount of Swing Line Loans outstanding shall not exceed the Dollar Equivalent of $200,000,000, (y) Borrower the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Swing Line Loans shall be made ratably on a several and not joint basis by each applicable Swing Line Lender for the applicable currency, with each such Swing Line Lender only obligated to make its ratable portion of a requested Swing Line Loan based on the amount of its Swing Line Lender Sublimit in relation to the Swing Line Lender Sublimits of all such Swing Line Lenders. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower the Company may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan in Dollars shall bear interest as be a Base Rate PortionLoan and each Swing Line Loan in Euros shall be a Euro Swing Line Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage of the Company Sublimit times the amount Dollar Equivalent of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans in U.S. Dollars or Canadian Dollars, at the election of the Borrower (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage ratable share of the Outstanding Amount of Revolving Credit Loans Committed Loans, Bankers’ Acceptances, BA Equivalent Notes and L/C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment (other than that of the Swing Line Lender as set forth above), (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.06, and reborrow under this Section 2.22.04. Each U.S. Dollar Swing Line Loan shall bear interest as be deemed a Base Rate PortionLoan notwithstanding anything to the contrary in Section 2.09(a)(iv) regarding the interest rate applicable to such Swing Line Loan. Each Canadian Dollar Swing Line Loan shall be a Canadian Prime Rate Loan. Immediately upon the making of a any U.S. Dollar Swing Line Loan, each U.S. Revolving Credit Lender and Multicurrency Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such U.S. Dollar Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Global U.S. Dollar Funding Percentage times the amount of such U.S. Dollar Swing Line Loan; provided, that to the extent that the ratable participation by the U.S. Revolving Lenders and the Multicurrency Revolving Lenders in any U.S. Dollar Swing Line Loan would cause the Revolving Credit Exposure of the Multicurrency Revolving Lenders to exceed the Multicurrency Revolving Lenders’ aggregate Revolving Commitments, the Multicurrency Revolving Lenders shall participate ratably in such U.S. Dollar Swing Line Loan solely to the extent of the Multicurrency Revolving Lenders’ aggregate Revolving Commitments and, thereafter, participation in such U.S. Dollar Swing Line Loan shall be divided ratably among the U.S. Revolving Lenders based upon their U.S. Revolving Commitment Percentages. Immediately upon the making of any Canadian Dollar Swing Line Loan, each Multicurrency Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Canadian Dollar Swing Line Loan in an amount equal to the product of such Multicurrency Revolving Lender’s Multicurrency Revolving Commitment Percentage times the amount of such Canadian Dollar Swing Line Loan. Notwithstanding anything to the contrary contained herein, a Swing Line Loan may not be converted to a LIBOR Rate Loan. The Borrower promises to pay to the Swing Line Lender all amounts due under the Swing Line Loans in accordance with Section 2.08(c) or such earlier date as required hereunder.

The Swing Line. Subject to the terms and conditions set forth herein, Bank of America, N.A., in its capacity as Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion agrees to make loans in Dollars to the Company (each such loan, a “Swing Line Loan”) to Borrower ), from time to time on any Business Day during the period from beginning on the Business Day after the Closing Date to and until the Maturity Date for of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact provided that such Swing Line Loans, when aggregated with the Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may shall not exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided, (y) Borrower further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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, Borrower the Company may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, in its sole discretion and in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Lead Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and LC Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings under the Revolving Credit Exposure of all Revolving Credit Lenders Facility shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersLoan Cap, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender (other than the Swing Line 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower shall not use and provided, further, that without limitation of the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loanforegoing, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure; 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender (other than the Swing Line Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion Lender severally agrees to make 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 from beginning on the Business Day after the Closing Date until the date which is one Business Day prior to the Maturity Date for of the Facility Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided that, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, Loan (i) with respect to any Revolving Credit Lender, the Revolving Credit Exposure of all under its Participating Revolving Credit Lenders Commitments shall not exceed its aggregate Participating Revolving Credit Commitments (it being understood that with respect to a Swing Line Lender, its Swing Line Exposure for purposes of this clause (i) shall be deemed to be its Pro Rata Share (after giving effect when a Defaulting Lender shall exist to any reallocation effected in accordance with Section 2.25(c)) of the total Swing Line Exposure), (ii) with respect to any Revolving Credit Lender, the aggregate amount Outstanding Amount of the Revolving Credit Commitments Loans of such Lender, plus such Lender’s L/C Exposure, plus such Lender’s Pro Rata Share (after giving effect when a Defaulting Lender shall exist to any reallocation effected in accordance with Section 2.25(c)) of the Revolving Credit Lenders, and (ii) Outstanding Amount of the Revolving Credit Exposure of any Revolving Credit Lender Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment then in effect and (iii) with respect to any Swing Line Lender, the aggregate of its Swing Line Exposure (in its capacity as a Swing Line Lender and a Revolving Credit Lender), plus the aggregate principal amount of its outstanding Revolving Credit Loans (in its capacity as a Revolving Credit Lender), plus its L/C Exposure shall not exceed its Revolving Credit Commitment; provided, (y) further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.2borrow, prepay under Section 2.8(b), and reborrow under this Section 2.2Swing Line Loans. Each Swing Line Loan shall bear interest as a Base Rate Portionbe an ABR Loan. Immediately upon the making of a Swing Line LoanLoan by any Swing Line Lender, each Participating Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in its sole discretion (it being understood that unless a Default or an Event of Default has occurred and is continuing or any USD Lender is a Defaulting Lender (subject to Section 2.18), the Swing Line Lender anticipates funding Swing Line Loans in accordance with the terms hereof) and in reliance upon the agreements of the other Lenders set forth in this Section 2.22.05, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to any Domestic Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable USD Percentage of the Outstanding Amount of Revolving Credit Committed USD Loans and L/C Obligations of the USD Lender acting as Swing Line Lender, may exceed the amount of such Lender’s USD Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total USD Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate USD Commitments, and (ii) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed USD Loans of any Revolving Credit Lender USD Lender, plus such Lender’s Applicable USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit USD Commitment, (y) and provided, further, that no Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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, each Domestic Borrower may borrow under this Section 2.22.05, prepay under Section 2.8(b)2.06, and reborrow under this Section 2.22.05. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan or a Loan bearing interest at such other interest rate as may be agreed between such Domestic Borrower and the Swing Line Lender from time to time. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable USD Percentage times the amount of such Swing Line Loan.. 172003018

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may will have, after giving effect to the provisions of Section 2.17(a)(iv), Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth hereinherein and in the AutoBorrow Agreement, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time pursuant to time on any Business Day the AutoBorrow Agreement during the period from the Closing Date to the Maturity Date for the 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 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 Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment (taking into account each Lender’s Applicable Percentage of such Swing Line Loan), (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.2borrow, prepay under Section 2.8(b)prepay, and reborrow Swing Line Loans in each case, pursuant to the AutoBorrow Agreement. No Lender shall have any rights under this Section 2.2the AutoBorrow Agreement (but each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Loans and to refinance Swing Line Loans as provided below). Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to Borrower the Company from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Multicurrency Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Multicurrency Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Multicurrency Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Multicurrency Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Multicurrency Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Multicurrency Revolving Credit Commitment, (y) Borrower the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, Borrower the Company may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Multicurrency Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Multicurrency Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.03, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (ix) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the Aggregate Commitments, and (y) the aggregate amount Outstanding Amount of the Revolving Credit Commitments Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Revolving Credit LendersOutstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (ii) the Revolving Credit Exposure of any Revolving Credit Swing Line Lender shall not exceed be under any obligation to make any such Revolving Credit Swing Line Loan if any Lender is at such time a Defaulting Lender, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing Line Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such Swing Line Lender’s Revolving Credit Commitmentactual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Swing Line Loan then proposed to be made or that Swing Line Loan and all other Swing Line Loans then outstanding as to which the Swing Line Lender has actual or potential Fronting Exposure, (y) as it may elect in its sole discretion; and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.03, prepay under Section 2.8(b)2.04, and reborrow under this Section 2.22.03. Each Swing Line Loan shall bear interest as a Base Rate Portionin accordance with Section 2.07(a)(iii). Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in hereby agrees to cause its sole discretion Designated Euro Lending Affiliate to make loans in Euros (each such loan, a “Swing Line Loan”) to any Borrower that is a Foreign Subsidiary from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Outstanding Amount of all Swing Line Loans made by such Swing Line Lender shall not exceed such Swing Line Lender’s Swing Line Commitment, (ii) the Total Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (iiiii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (iv) no Lender shall have a Maximum Fronting Availability that is less than zero without its written consent, (y) Borrower the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, Borrower the Company may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as a Base at the Swing Line Rate, plus the Applicable Rate Portionmargin otherwise applicable to Revolving Borrowings that are Alternative Currency Loans. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may 2.04 but in its sole discretion and without any obligations, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 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 Lender’s CommitmentApplicable Percentage of the Aggregate Commitments; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersBorrowing Base, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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, including the sole discretion of the Swing Line Lender to make Swing Line Loans, the Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may may, in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the principal amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, Bank of America, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion discretion, agree to make 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 from beginning on the Closing ClosingAmendment No. 3 Effective Date to and until the Maturity Date for of the Revolving Credit 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 Applicable Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender (other than the relevant Swing Line Lender), plus such 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 Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided, (y) further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Pro Rata Share times the amount of such Swing Line Loan. Notwithstanding the foregoing, before making any Swing Line Loans (if at such time any Revolving Credit Lender is a Defaulting Lender), the applicable Swing Line Lender may condition the provision of any Swing Line Loans on its receipt of Cash Collateral or similar security satisfactory to such Swing Line Lender (in its sole discretion) from either the Borrower or such Defaulting Lender in respect of such Defaulting Lender’s risk participation in such Swing Line Loans as set forth below. The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swing Line Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swing Line Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swing Line Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Credit Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swing Line Lender in good faith), or if the Swing Line Loans have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral.

The Swing Line. Subject to the terms and conditions set forth herein, Deutsche Bank AG New York Branch, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion agrees to make 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 from beginning on the Business Day after the Closing Date to and until the Maturity Date for of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided, (y) further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender▇▇▇▇▇▇’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to a Domestic Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) such Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, a Domestic Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure that is not secured by cash or Cash Equivalents in the Minimum Collateral Amount of such Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to a Borrower in Dollars from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that that, (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount lesser of the Revolving Maximum Credit Commitments of and the Revolving Credit LendersBorrowing Base at such time, and (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender (including the Swing Line Lender) shall not exceed such Revolving Credit Lender’s Revolving Credit Facility Commitment, (y) the applicable Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Loan and (z) the Swing Line Lender shall may choose not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) that it has, or by making of such Credit Extension Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, each Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.11, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as a only at the Base Rate Portionplus the Applicable Margin for Base Rate Loans. Immediately upon the making of a Swing Line Loan, each Revolving Credit Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Facility Percentage times multiplied by the principal amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion Lender agrees to make 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 from beginning on the Business Day after the Closing Date until the date which is one (1) Business Day prior to the Maturity Date for of the Facility Revolving Credit Commitments (taking into account the Maturity Date of any Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such the Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, Loan (i) the Revolving Credit Exposure of all under such Revolving Credit Lenders Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment; provided, (y) further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender▇▇▇▇▇▇’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of Available Loan Amount, (ii) the Total Revolving Credit Commitments of Outstandings shall not exceed the Available Revolving Credit LendersLoan Amount, and (iiiii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Loan Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.04, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion Lender agrees to make 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 from beginning on the Business Day after the Closing Date to and until the Maturity Date for of the Revolving Credit 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 Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender (other than a Swing Line Lender acting in its capacity as such), plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Commitment then in effect; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times Pro Rata Share or other applicable share provided for under this Agreement multiplied by the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, Bank of America, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion agrees to make loans in Dollars to the Lead Borrower (each such loan, a “Swing Line Loan”) to Borrower ), from time to time on any Business Day during the period from beginning on the Business Day after the Closing Date to and until the Maturity Date for of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided, (y) further, that the Lead Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 Lead Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderBank, in reliance upon the agreements of the other Lenders set forth in this Section 2.2Section, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) Advances to Borrower the Borrower. Each such Swing Line Advance may be made, subject to the terms and conditions set forth herein, to the Borrower, in Dollars, from time to time on any Business Day during the period from the Closing Date prior to the Maturity Termination Date for the Revolving A Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitCommitment, notwithstanding the fact that such Swing Line LoansAdvances, when aggregated with the Applicable Percentage Pro Rata Share of the Outstanding Amount outstanding amount of Revolving A Credit Loans Advances and L/C Obligations of the Lender acting as Swing Line LenderBank, may exceed the amount of such Lender’s Revolving A Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line LoanAdvance, (iA) after giving effect to any amount requested, the outstanding amount of Revolving A Credit Exposure of all Revolving Credit Lenders Advances, Swing Line Advances and L/C Obligations shall not exceed the aggregate amount of Revolving A Credit Facility, and (B) the Revolving A Credit Commitments Advances and participation interests in Swing Line Advances and L/C Obligations of the any Lender at such time shall not exceed such Lender’s Revolving A Credit LendersCommitment, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower shall not use the proceeds of any Swing Line Loan Borrowing to refinance any outstanding Swing Line LoanAdvance, and (ziii) the Swing Line Lender Bank shall not be under any obligation to make any Swing Line Loan Advance if it shall determine (which determination shall be in its sole discretionconclusive 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 2.2Section, prepay under Section 2.8(b)2.06, and reborrow under this Section 2.2Section. Each Swing Line Loan Advance shall bear interest as only at a rate based on the Base Rate Portionplus the Applicable Percentage. Immediately upon the making of a Swing Line LoanAdvance, each Revolving Credit A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Bank a risk participation in such Swing Line Loan Advance in an amount equal to the product of such Revolving Credit A Lender’s Applicable Percentage Pro Rata Share in respect of the Revolving A Credit Facility times the amount of such Swing Line LoanAdvance.

The Swing Line. Subject to the terms and conditions set forth herein, each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (xi) after giving effect to any Swing Line LoanLoan by any Swing Line Lender, (iA) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (iiB) the Revolving Credit Exposure of any Revolving Credit Lender (other than such Swing Line Lender) shall not exceed such Lender’s Commitment, (C) the amount of all Swing Line Loans made by such Swing Line Lender shall not exceed such Revolving Credit Swing Line Lender’s Revolving Credit Swing Line Commitment, (yD) the sum of (I) the aggregate outstanding Swing Line Loans made by such Swing Line Lender, (II) other outstanding Loans made by such Swing Line Lender in its capacity as a Lender, (III) the Applicable Percentage of such Swing Line Lender, as a Lender, of the aggregate outstanding Swing Line Loans made by all other Swing Line Lenders, and (IV) the Applicable Percentage of such Swing Line Lender, as a Lender, in all L/C Obligations shall not exceed the Commitment of such Swing Line Lender, as a Lender, (ii) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, (iii) Borrower may not request Swing Line Loans to be made by any Swing Line Lender other than Bank of America unless, at the time of the request, the outstanding amount of Swing Line Loans made by Bank of America equals (or after giving effect to a concurrent Swing Line Loan by Bank of America will equal) Bank of America’s Swing Line Commitment in effect at such time, and (ziv) no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 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 Lender’s Revolving Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the Facility Availability Period in an aggregate amount not to exceed at any time outstanding fifty percent (50%) of the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the such Lender acting as a Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (ix) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, Facility at such time and (iiy) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (yii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, (iii) the Outstanding Amount of all Swing Line Loans shall not exceed the Swing Line Sublimit and (ziv) no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender Lenders a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, each Swing Line Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.22.17, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitRevolving Availability Period, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the each Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that (x) after giving effect to any Swing Line LoanBorrowing, (i) the Total Outstandings shall not exceed the Borrowing Base Amount at such time, (ii) the aggregate Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit Lenders, and (iiiii) the Revolving Credit Exposure of any Revolving Credit Lender (other than any Revolving Lender acting as Swing Line Lender to the extent such excess results solely by virtue of its outstanding Swing Line Loans) shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) without limiting the absolute discretion of each Swing Line Lender to make or decline to make Swing Line Loans, no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.17, prepay under Section 2.8(b)2.03, and reborrow under this Section 2.22.17. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from each applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to Borrower the Company from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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, Borrower the Company may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in its sole discretion (it being understood that unless a Default or an Event of Default has occurred and is continuing or any USD Lender is a Defaulting Lender (subject to Section 2.18), the Swing Line Lender anticipates funding Swing Line Loans in accordance with the terms hereof) and in reliance upon the agreements of the other Lenders set forth in this Section 2.22.05, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to any Domestic Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable USD Percentage of the Outstanding Amount of Revolving Credit Committed USD Loans and L/C Obligations of the USD Lender acting as Swing Line Lender, may exceed the amount of such Lender’s USD Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total USD Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate USD Commitments, and (ii) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed USD Loans of any Revolving Credit Lender USD Lender, plus such Lender’s Applicable USD Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable USD Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit USD Commitment, (y) and provided, further, that no Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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, each Domestic Borrower may borrow under this Section 2.22.05, prepay under Section 2.8(b)2.06, and reborrow under this Section 2.22.05. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan or a Loan bearing interest at such other interest rate as may be agreed between such Domestic Borrower and the Swing Line Lender from time to time. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable USD Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Facility Percentage of the Outstanding Amount of Revolving Credit Facility Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Facility Commitment; provided, however, that that, (x) after giving effect to any Swing Line Loan, (i) the Revolving Facility Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount lower of the total Revolving Credit Commitments of Facility Commitment and the Revolving Credit LendersBorrowing Base at such time, and (ii) the Revolving Facility Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Facility Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) that it has, or by making of such Credit Extension Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.11, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Facility Percentage times multiplied by the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.3, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided that, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure Commitment Percentage of the aggregate outstanding principal amount of Revolving Credit Loans and L/C Obligations of such Lender acting as a Swing Line Lender plus the aggregate outstanding principal amount of all Revolving Credit Lenders Swing Line Loans made by such Swing Line Lender shall not exceed the aggregate amount of the such Lender’s Revolving Credit Commitments of the Revolving Credit LendersCommitment, and (ii) the Revolving Credit Exposure of any all Lenders shall not exceed the Total Revolving Credit Commitments, (iii) the Revolving Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment and (iv) Availability shall be greater than or equal to $0, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.3, prepay under Section 2.8(b)5.1, and reborrow under this Section 2.22.3. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan (each a “Swing Line Participation”) in an amount equal to the product of such Lender’s Revolving Credit Lender’s Applicable Commitment Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth hereinherein and in the Autoborrow Agreement, if any, Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may to consider in its sole and absolute discretion make making loans (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Revolving Credit Lender 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 Revolving Credit Lender’s Revolving Credit Commitment. The Swing Line is a discretionary, (y) uncommitted facility and Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to Borrower shall not use the proceeds of any which notice may be given by Swing Line Lender before or after Borrower requests a Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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, Borrower may borrow under this Section 2.2, prepay under Section 2.8(b), and reborrow under this Section 2.2. Each Swing Line Loan shall bear interest as a Base Rate Portionhereunder. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date Availability Period for the Revolving Credit 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, Facility at such time and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Business Day during the period from Availability Period in respect of the Closing Date to the Maturity Date for the Revolving Credit 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility, and (ii) the Revolving Credit Exposure of any a Revolving Credit Lender at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Dollar Tranche Lenders set forth in this Section 2.22.3, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided that, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Commitment Percentage of the aggregate Outstanding Amount of Revolving Credit Loans and L/C Obligations of such Lender acting as a Swing Line Lender plus the aggregate outstanding principal amount of all Swing Line Loans made by such Swing Line Lender shall not exceed the amount of such Lender’s Revolving Credit Commitment, (ii) the aggregate Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Total Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (iiiii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (iv) the aggregate Dollar Tranche Exposure of all Revolving Credit Lenders’ shall not exceed the amount of the Dollar Tranche, (v) the Dollar Tranche Exposure of any Lender shall not exceed such Lender’s Dollar Tranche Commitment and (vi) Availability shall be greater than or equal to $0, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.3, prepay under Section 2.8(b)5.1, and reborrow under this Section 2.22.3. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Dollar Tranche 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 (each a “Swing Line Participation”) in an amount equal to the product of such Dollar Tranche Lender’s Revolving Credit Lender’s Applicable Commitment Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may make loans in its sole discretion make loans (each such loan, a “Swing Line Loan”) to Borrower one or more Revolving Facility Borrowers, as applicable, from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable USD Revolving Facility Percentage of the Outstanding Amount of USD Revolving Credit Facility Loans and USD L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s USD Revolving Facility Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the USD Revolving Facility Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the total USD Revolving Credit Commitments of the Revolving Credit Lenders, Facility Commitment and (ii) the USD Revolving Facility Credit Exposure of any Revolving Credit Lender (other than the Swing Line Lender on account of its Swing Line Loans) shall not exceed such Revolving Credit Lender’s USD Revolving Credit Facility Commitment, (y) Borrower the Revolving Facility Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) that it has, or by making of such Credit Extension Swing Line Loan may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower the Revolving Facility Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.11, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each USD Revolving Credit Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable USD Revolving Facility Percentage times multiplied by the amount of such Swing Line Loan.

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, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, Loan (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Aggregate Commitments of the Revolving Credit Lenders, and (ii) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Revolving Credit Lender 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 Revolving Credit Lender’s Revolving Credit Commitment, and provided, further, that (yx) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Loan and (zy) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to a Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (iiB) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the period from after the Closing Date to during the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may have, have Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow Swing Line Loans under this Section 2.22.04, prepay such Loans under Section 2.8(b), 2.05 and reborrow such Loans under this Section 2.2. Each Swing Line Loan shall bear interest as a Base Rate Portion2.04. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans (each such loan, a “"Swing Line Loan”") to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s 's Revolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (iiB) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s 's Revolving Credit Commitment, (y) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s 's Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during (other than the period from the Closing Date to Fifth Amendment Effective Date) until the Maturity Date for the 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 Applicable Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount Outstanding Amount of the Revolving Credit Commitments Loans of any Lender, plus such Lender’s Pro Rata Share of the Revolving Credit LendersOutstanding Amount of all L/C Obligations, and (ii) plus such Lender’s Pro Rata Share of the Revolving Credit Exposure Outstanding Amount of any Revolving Credit Lender all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided further that, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Pro Rata Share times the amount of such Swing Line Loan. Notwithstanding anything to the contrary contained in this Section 2.04, the Swing Line Lender shall not be obligated to make any Swing Line Loans at any time when any Lender is a Defaulting Lender hereunder, unless cash collateral or other credit support reasonably satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Loan, or Borrower and/or Swing Line Lender have otherwise entered into arrangements reasonably satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender, in which case, subject to the terms and conditions hereof, Swing Line Lender will make Swing Line Loans as set forth in Section 2.04(b).

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (iiB) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Commitment then in effect and (zii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Each Swing Line Loan shall be allocated on a pro rata basis to the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche based on the Revolving Credit Commitments thereunder. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan. For the avoidance of doubt, on the ClosingSixth Amendment Effective Date, there is no commitment to make Swing Line Loans hereunder.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.04, may in its sole discretion shall make revolving loans (each such revolving loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as the Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Upon notice from the Swing Line Loan shall bear interest as a Base Rate Portion. Immediately upon Lender following the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to the Company or any Designated Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 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 Lender’s Revolving Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility, and (iiB) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (yii) Borrower shall not use the no proceeds of any Swing Line Loan may be used to refinance any outstanding Swing Line Loan, Loan and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may have, have Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion shall make loans in Dollars (each such loan, a “Swing Line Loan”) to a Domestic Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date Availability Period for the Revolving Credit 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) such Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, a Domestic Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion agrees to make 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 from beginning on the Business Day after the Closing Date to and until the Maturity Date for of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided, (y) further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, each Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.03, may in its sole discretion make loans (each such loan, a “Swing Line LoanAdvance”) to the Company or a Designated Swing Line Borrower on such terms (subject to Section 2.07(b)) as may be agreed between such Swing Line Lender and the Company or the applicable Designated Swing Line Borrower from time to time time, on any Business Day during the period from the Closing Effective Date to until the Maturity Termination Date for the Facility in Dollars or any Alternative Currency 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 LoansAdvances, when aggregated with the Applicable Commitment Percentage of the Outstanding Amount of Revolving Credit Loans Advances and L/C Obligations of the a Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line LoanAdvance, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Advances of any Revolving Credit Lender Lender, plus such Lender’s Commitment Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Commitment Percentage of the Outstanding Amount of all Swing Line Advances shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided, further, that neither the Company nor any Designated Swing Line Borrower shall not use the proceeds of any Swing Line Loan Advance to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) that it has, or by such Credit Extension may have, Fronting ExposureAdvance. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company and the Designated Swing Line Borrower may borrow under this Section 2.22.03, prepay under Section 2.8(b)2.10, and reborrow under this Section 2.2. Each Swing Line Loan shall bear interest as a Base Rate Portion2.03. Immediately upon the making request of a any Swing Line LoanLender, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan Advance in an amount equal to the product of such Revolving Credit Lender’s Applicable Commitment Percentage times the amount of such Swing Line LoanAdvance.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to any Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 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 Lender’s Revolving Credit Commitment; provided, however, provided that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided, further, that no Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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, each Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan. In no event will the US Borrower be obligated or otherwise liable for any Swing Line Loan of the Cayman Borrower except in its capacity as a Guarantor. In no event will the Cayman Borrower be obligated or otherwise liable for any Swing Line Loans of the US Borrower.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in its sole discretion (it being understood that unless a Default or an Event of Default has occurred and is continuing or any Lender is a Defaulting Lender (subject to Section 2.18), the Swing Line Lender anticipates funding Swing Line Loans in accordance with the terms hereof) and in reliance upon the agreements of the other Lenders set forth in this Section 2.22.05, may in its sole discretion to make loans in Dollars (each such loan, a “Swing Line Loan”) to any Domestic Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Revolving Credit Lender 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided, further, that no Domestic Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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, each Domestic Borrower may borrow under this Section 2.22.05, prepay under Section 2.8(b)2.06, and reborrow under this Section 2.22.05. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan or a Loan bearing interest at such other interest rate as may be agreed between such Domestic Borrower and the Swing Line Lender from time to time. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans in Dollars (each such loan, a ““Swing Line Loan””) to Borrower the Borrowers from time to time on any Business Day during the period from the Closing Date Availability Period with respect to the Maturity Date for the USD Revolving Credit 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 Applicable Revolving Credit Percentage of the Outstanding Amount of USD Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ USD Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (ii)(i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit Lenders, and (iiii)(ii) the USD Revolving Credit Exposure of any USD Revolving Credit Lender shall not exceed such USD Revolving Credit LenderLender’sLender’s USD Revolving Credit Commitment, (y) Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall reasonably determine (which determination shall be in its sole discretionconclusive 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. For the avoidance of doubt, Swing Line Loans made to the U.K. Borrower shall be made under the U.K. Borrower Sublimit, Swing Line Loans made to the Designated Borrowers shall be made under the Designated Borrower Sublimit and Swing Line Loans made to the Company shall be made under the Revolving Credit Facility. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each USD Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such USD Revolving Credit Lender’s ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion shall make loans (each such loan, a “Swing Line Loan”) to the Company or a Designated Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (ix) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Aggregate Revolving Credit Commitments of the Revolving Credit LendersCommitments, and (iiy) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (yii) neither the Company nor any Designated Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (ziii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, Borrower the Company and the Designated Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, each Swing Line LenderLender may in its sole discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 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 Lender’s Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the Borrowing Base at such time, (B) the aggregate amount Outstanding Amount of the Revolving Credit Commitments Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Revolving Credit LendersOutstanding Amount of all L/C Obligations at such time, and (ii) plus such Lender’s Applicable Percentage of the Revolving Credit Exposure Outstanding Amount of any Revolving Credit Lender all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment and (C) the aggregate Outstanding Amount of all Swing Line Loans at any time shall not exceed the Total Swing Line Sublimit, (y) and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (zii) no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting ExposureExposure and (iii) no Swing Line Lender shall make any Swing Line Loan unless the conditions specified in Section 4.02 have been satisfied on and as of the date the applicable Swing Line Loan is to be made. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Global Revolving Credit Lenders set forth in this Section 2.22.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to Borrower the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Global Revolving Credit Percentage of the Outstanding Amount of Global Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Global Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount each of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender Extension Requirements shall not exceed such Revolving Credit Lender’s Revolving Credit Commitmentbe satisfied, (y) Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Global Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Global Revolving Credit Lender’s Applicable Global Revolving Credit Percentage (determined without regard to any separate Class or Classes of Revolving Credit Commitments of such Lender) times the amount of such Swing Line Loan. All Swing Line Loans shall be issued under the Global Revolving Credit Commitments and no Domestic Revolving Credit Lender shall have any obligation or be deemed to participate in any Swing Line Loan on account of its Domestic Revolving Credit Commitments.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion discretion, subject to the terms of any Autoborrow Agreement, make loans (each such loan, a “Swing Line Loan”) to Borrower the Borrower, in Dollars, from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate equal to the rate that would be applicable to a Base Rate PortionLoan from time to time; provided, however, that if an Autoborrow Agreement is in effect, the Swing Line Lender may, at its discretion, provide for an alternate rate of interest on Swing Line Loans under the Autoborrow Agreement with respect to any Swing Line Loans for which the Swing Line Lender has not requested that the Revolving Credit Lenders fund Revolving Credit Loans to refinance, or to purchase and fund risk participations in, such Swing Line Loans pursuant to Section 2.04(c). Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth hereinherein and subject to the terms of any Autoborrow Agreement, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion agrees to make loans (each such loan, a “Swing Line Loan”) to Borrower the Revolving Borrowers, in Dollars, from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (xi) after giving effect to any Swing Line Loan, (iA) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the Aggregate Revolving Credit Commitments at such time, and (B) the aggregate amount Outstanding Amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the Revolving Credit Exposure Loans of any Revolving Credit Lender at such time, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving 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, (yii) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure, and (iii) no Revolving 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, Borrower the Revolving Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate; provided however, that if an Autoborrow Agreement is in effect, the Swing Line Lender may, at its discretion, provide for an alternate rate of interest on Swing Line Loans under the Autoborrow Agreement with respect to any Swing Line Loans for which the Swing Line Lender has not requested that the Revolving Lenders fund Revolving Credit Loans to refinance, or to purchase and fund risk participations in, such Swing Line Loans pursuant to Section 2.04(c). Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to Borrower the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate Portionplus the Applicable Rate for Base Rate Loans made under the Revolving Credit Facility. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, each Swing Line LenderLender may in its sole discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 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 Lender’s Commitment; provided, provided however, that (xi) after giving effect to any Swing Line Loan, (iA) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the Borrowing Base at such time, (B) the aggregate amount Outstanding Amount of the Revolving Credit Commitments Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Revolving Credit LendersOutstanding Amount of all L/C Obligations at such time, and (ii) plus such Lender’s Applicable Percentage of the Revolving Credit Exposure Outstanding Amount of any Revolving Credit Lender all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment and (C) the aggregate Outstanding Amount of all Swing Line Loans at any time shall not exceed the Total Swing Line Sublimit, (y) and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (zii) no Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting ExposureExposure and (iii) no Swing Line Lender shall make any Swing Line Loan unless the conditions specified in Section 4.02 have been satisfied on and as of the date the applicable Swing Line Loan is to be made. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate equal to the rate that would be applicable to a Base Rate PortionLoan from time to time. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to Borrower the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 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 Lender’s Revolving Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersLoan Cap, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) provided further that the Swing Line Lender shall not be under any obligation obligated to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) that it hasat any time when any Revolving Lender is at such time a Defaulting Lender hereunder, unless the Swing Line Lender has entered into satisfactory arrangements with the Borrowers or by such Credit Extension may have, Fronting ExposureLender to eliminate the Swing Line Lender’s risk with respect to such Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times 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 Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Administrative Agent” as used in Article IX included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.

The Swing Line. Subject to the terms and conditions set forth hereinin this Agreement (including, without limitation, Section 4.02), the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Total Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, Bank of America, in its capacity as Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.04, may in its sole discretion to make 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 from beginning on the Business Day after the Closing Date to and until the day before the Maturity Date for of the Revolving Credit 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 Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided, (y) further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 LoansSublimit and, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may not to exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure aggregate Outstanding Amount of all Revolving Credit Lenders Swing Line Loans shall not exceed the aggregate amount of Swing Line Subfacility, (ii) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Commitments of the Revolving Credit Lenders, Facility and (iiiii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate Portionplus the Applicable Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, Credit Suisse AG, Cayman Island Branch, in its capacity as Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion agrees to make 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 from beginning on the Business Day after the Closing Date to and until the Maturity Date for of the Revolving Credit Facility in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided, (y) further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.04, may in its sole discretion agrees to make loans to the Borrower (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Business Day during the period from (other than the Closing Date to Date) until the Maturity Date for the Revolving Credit 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 Applicable Percentage Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; provided, howeverthat, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, Commitment and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender (other than the relevant Swing Line Lender), plus such 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 Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided, (y) further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Pro Rata Share times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line LenderLender may, in its sole and absolute discretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower in connection with the Revolving Credit Facility from time to time on any Business Day (other than the Closing Date) during the period from the Closing Date to the Maturity Date for the Facility Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Loan Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Adjusted Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to the making of any Swing Line Loan, Loan (iother than Protective Advances) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed Availability Conditions would be satisfied; provided, further, that the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as only at a rate based on the Base Rate PortionRate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation participations in such Swing Line Loan as Swing Line Participations in an amount equal the manner set forth in Section 2.04(b). Notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make Swing Line Loans if a Revolving Credit Lender is a Defaulting Lender to the product of such Revolving Credit extent the Swing Line Lender’s Applicable Percentage times the amount of Fronting Exposure with respect to such Defaulting Lender’s participation in Swing Line LoanLoans has not been Cash Collateralized pursuant to Section 2.17(a)(iv).

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to Borrower Toro from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 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 Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower Toro shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, Borrower Toro may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as a at (x) the Base Rate Portionplus the Applicable Rate for Base Rate Loans or (y) such other rate quoted to Toro by the Swing Line Lender on the date any Swing Line Loan shall be requested. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion Lender agrees to make loans in Dollars to the Borrowers (on a joint and several basis) (each such loan, a “Swing Line Loan”) to Borrower ), from time to time on any Business Day during the period from beginning on the Business Day after the Closing Date until the date which is one (1) Business Day prior to the Maturity Date for of the Facility Participating Revolving Credit Commitments (taking into account the Maturity Date of any Participating Revolving Credit Commitment that will automatically come into effect on such Maturity Date) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such the Swing Line Lender’s Revolving Commitment; providedprovided that, however, that (x) after giving effect to any Swing Line Loan, Loan (i) the aggregate Revolving Exposure under such Participating Revolving Credit Exposure of all Revolving Credit Lenders Commitments shall not exceed the aggregate amount of the Participating Revolving Credit Commitments of the Revolving Credit Lendersthen in effect, and (ii) the aggregate Revolving Credit Exposure of any Revolving Credit Lender (other than the Swing Line Lender) shall not exceed such Lender’s Participating Revolving Credit Lender’s Revolving Credit CommitmentCommitment then in effect; provided, (y) Borrower further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.12, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Participating Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender▇▇▇▇▇▇’s Applicable Percentage Pro Rata Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to Borrower the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender (other than the Swing Line Lender) shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to On the terms and subject to the conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.2, may in its sole discretion Lender shall make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the period from the Closing Date up to but not including the Revolving Loan Maturity Date for the 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 Applicable Percentage of the Outstanding Effective Amount of Revolving Credit Loans of the Lender acting as Swing Line LenderLender in its capacity as a Revolving Lender of Revolving Loans, may exceed the amount of such Revolving Lender’s Revolving Loan Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure aggregate Effective Amount of all Revolving Credit Lenders Loans, Swing Line Loans and L/C Obligations shall not exceed the aggregate amount of the Total Revolving Credit Commitments of the Revolving Credit LendersLoan Commitment at such time, and (ii) the aggregate Effective Amount of the Revolving Credit Exposure Loans of any Revolving Credit Lender (other than the Swing Line Lender), plus such Revolving Lender’s Total Lender Risk Participation shall not exceed such Revolving Credit Lender’s Revolving Credit Loan Commitment, (y) Borrower and provided, further, that the Swing Line Lender shall not use the proceeds of make any Swing Line Loan to refinance any an outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.03, prepay under Section 2.8(b)2.06, and reborrow under this Section 2.22.03. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage Revolving Proportionate Share times the amount of such Swing Line Loan. Furthermore, if there at any time exists a Defaulting Lender, unless such Lender’s Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.16(a), before making any Swing Line Loans, the Swing Line Lender may condition the provision of such Swing Line Loans on its entering into arrangements satisfactory to the Swing Line Lender with the Borrower or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 LoansSublimit and, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may shall not exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure aggregate Outstanding Amount of all Revolving Credit Lenders Swing Line Loans shall not exceed the aggregate amount of Swing Line Subfacility, (ii) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Commitments of the Revolving Credit Lenders, Facility and (iiiii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.22.05, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the Facility Availability Period in Dollars in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, and (ii) the aggregate Outstanding Amount of the Revolving Credit Exposure Loans of any such 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, 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 Revolving Credit Lender’s Revolving Credit Commitment; and provided, further, (y) that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Notwithstanding anything in this Agreement to the contrary, such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Credit Commitment. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.22.05, prepay under Section 2.8(b)2.06, and reborrow under this Section 2.22.05. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans in Dollars (each such loan, a “Swing Line Loan”) to Borrower the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender (other than the Swing Line Lender) shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) Borrower the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall 59 89826417_6 be in its sole discretionconclusive 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, Borrower the Borrowers may borrow under this Section 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion agrees to make loans (each such loan, a “Swing Line Loan”) to Borrower the Borrower, in Dollars, from time to time on any Business Day during the period from the Closing Date Availability Period that it is making such loans available to the Maturity Date for the Facility 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Revolving A Lenders set forth in this Section 2.22.06, may in its sole discretion agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date Availability Period for the Revolving A Credit 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 Outstanding Amount of Committed Revolving A Credit Loans and Bid Loans of the Revolving A Lender acting as Swing Line Lender and such Revolving A Lender’s Applicable Revolving A Credit Percentage of the Outstanding Amount of Revolving Credit Loans of the Lender acting as Swing Line LenderFacility A L/C Obligations, may exceed the amount of such Revolving A Lender’s Revolving A Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total A Outstandings shall not exceed the aggregate amount of the Revolving A Credit Commitments of the Revolving Credit LendersFacility, and (ii) the Revolving A Credit Exposure of any Revolving Credit A Lender except the Swing Line Lender shall not exceed such Revolving Credit A Lender’s Revolving A Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.06, prepay under Section 2.8(b)2.07, and reborrow under this Section 2.22.06. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit A Lender’s Applicable Revolving A Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) in Dollars to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Revolving Credit Lender acting as Swing Line Lender, may exceed the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Exposure of all Revolving Credit Lenders Outstandings shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit LendersFacility, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretionconclusive 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each Swing Line Loan shall bear interest as be a Base Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such CHL:63544.12 Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

The Swing Line. Subject to the terms and conditions set forth hereinherein and in the Autoborrow Agreement, if any, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.22.04, may in its sole discretion to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date for the 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 Applicable Percentage of the Outstanding Amount of Revolving Credit Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure of all Revolving Credit Lenders Total Outstandings shall not exceed the aggregate amount lesser of (A) the Revolving Credit Commitments of Borrowing Base and (B) the Revolving Credit LendersAggregate Commitments, and (ii) the Revolving Credit Exposure aggregate Outstanding Amount of the Committed Loans of any Revolving Credit Lender 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 Revolving Credit Lender’s Revolving Credit Commitment, (y) and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be in its sole discretion) 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 2.22.04, prepay under Section 2.8(b)2.05, and reborrow under this Section 2.22.04. Each The Borrower may request that a Swing Line Loan be either a Base Rate Loan or a Eurodollar Rate Loan. If the Borrower fails to specify a whether a Swing Line Loan is a Base Rate Loan or a Eurodollar Rate Loan, then the applicable Swing Line Loan shall bear interest be made as a Base Eurodollar Rate PortionLoan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Swing Line Loan.